Avangard Capital Group, Inc - FORM S-1/A - January 28, 2013

Attached files

As
filed with the Securities and Exchange Commission on January 28 , 201 3

Registration
No. 333-184682

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549

FORM
S-1/A

(Amendment
No. 2 )

REGISTRATION
STATEMENT

UNDER

THE
SECURITIES ACT OF 1933

AVANGARD
CAPITAL GROUP INC.

(Exact
name of Registrant as specified in its charter)

Nevada

6141

45-5507359

(State
or other jurisdiction of

incorporation
or organization)

(Primary
Standard Industrial

Classification
Code Number)

(I.R.S.
Employer

Identification
Number)

2708
Commerce Way, Suite 300

Philadelphia,
PA 19154

(215)
464-7300

(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Alan
Gulko

President
and Chief Executive Officer

Avangard
Capital Group, Inc.

2708
Commerce Way, Suite 300

Philadelphia,
PA 19154

(215)
464-7300

(Name,
address, including zip code, and telephone number, including area code, of agent for service)

Copy
to:

Laura
Anthony, Esq.

Legal
& Compliance, LLC

330
Clematis Street, Suite 217

West
Palm Beach, FL 33401

Phone:
561-514-0936

Fax:
561-514-0832

APPROXIMATE
DATE OF PROPOSED SALE TO THE PUBLIC: From time to time after this registration statement becomes effective.

If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, please check the following box: [X]

If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]

If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Indicate
by checkmark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.

Large
accelerated filer

[ ]

Accelerated
filer

[ ]

Non-accelerated
filer

[ ]
(Do not check if a smaller reporting company)

Smaller
reporting company

[X]

CALCULATION
OF REGISTRATION FEE

Title of Each Class of Securities
to be Registered

Amount
to be Registered

Proposed Maximum Offering Price
Per Unit/Share (1)

Proposed Maximum Aggregate Offering Price (1)

Amount of Registration Fee

Units, consisting of four
shares of common stock, par value $.0001 per share and one warrant to purchase one share of common stock

5,000,000

$6.00

$30,000,000

$4,092.00

Common Stock included in the units
(2)

20,000,000

—

—

—

Warrants to purchase common stock included
in the units (2)

5,000,000

—

—

—

Common stock underlying warrants included
in the units

5,000,000

$2.00

$10,000,000

$1,364.00

TOTAL

$40,000,000

$5,456.00

(1)

Estimated
for
purposes
of
calculating
the
amount
of
the
registration
fee
paid
pursuant
to
Rule
457(g)
under
the
Securities
Act
of
1933,
as
amended.

(2)

No
registration
fee
required
pursuant
to
Rule
457
under
the
Securities
Act.

This
is our initial offering and no current trading market exists for our common stock. This Registration Statement shall also cover
any additional shares of our common stock which may become issuable by reason of any stock dividend, stock split, recapitalization
or other similar adjustments pursuant to Rule 416 under the Securities Act.

The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The
information in this prospectus is not complete and may be changed. The Company may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities,
and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY
PROSPECTUS

SUBJECT
TO COMPLETION, DATED - 12/31/2012

Avangard
Capital Group Inc.

5,000,000
Units

Each
Unit Consisting of Four Shares of Common Stock

and
One Redeemable Common Stock Warrant

No
Minimum

Avangard
Capital Group Inc. (the “Company”, “we”, “our” and “us”) is offering 5,000,000
units, each unit consisting of four shares of common stock, $0.0001 par value (the “Shares”), and one redeemable common
stock warrant (a “Warrant”) at a public offering price of $6.00 per unit (a “Unit”). The Warrants will
become exercisable and separately transferable from the Shares commencing 30 calendar days after the date of this prospectus.
At any time thereafter until three years following the date of this prospectus, subject to earlier redemption, each Warrant entitles
the holder to purchase one Share at an exercise price of $2.00 (133% of the per Share price of the common stock included in the
Units), subject to adjustment. The Warrants are subject to redemption by the Company for $0.0001 per Warrant upon 30 days prior
written notice, provided that the last sale price of the Shares equals or exceeds $3.00 (150% of the Warrant exercise price),
subject to adjustment, for 10 consecutive trading days.

This
is the Company’s initial offering of securities and prior to this registration, there has been no public trading market
for the Units, the Shares or the Warrants. This direct primary offering is being conducted on a “self-underwritten,”
basis, which means our officers and directors will attempt to sell the Units. There is no minimum number of Units required to
be purchased. We have made no arrangements to place subscription funds in an escrow, trust or similar account which means that
funds from the sale of the Units will be immediately available to us for use in our operations. There is no minimum number of
Units required to be purchased, and subscriptions, once received and accepted, are irrevocable. The Units will be offered at a
price of $6.00 per Unit for a period of six (6) months from the date of this prospectus unless extended by the Board of Directors
for an additional six (6) months (the “Offering Period”). The offering will end on [___], 2013 (date to be inserted
in a subsequent amendment) unless the offering is fully subscribed before such date or we decided to terminate the offering prior
to such date. In either event, the offering may be closed without further notice to you.

We
intend to list our shares of common stock for quotation on the Over the Counter Bulletin Board (“OTCBB”). We have
not contacted any market makers as of the date of this Registration Statement to pursue such quotation and there is no assurance
that we will be approved for quotation on the OTCBB.

We
recently commenced operations and have a limited operating history. We qualify as an “emerging growth company” as
defined in the Jumpstart Our Business Startups Act (“JOBS Act”).

THE
SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE “RISK FACTORS”
COMMENCING ON PAGE 4 WHEN DETERMINING WHETHER TO PURCHASE ANY OF THE SECURITIES.

NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You
should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information
different from the information contained in this prospectus. The information contained in this prospectus is complete and accurate
only as of the date of this prospectus, regardless of when this prospectus is delivered or when any sale of our common stock occurs.

This
summary highlights certain information found in greater detail elsewhere in this prospectus. This summary may not contain all
of the information that may be important to you. We urge you to read this entire prospectus carefully, including the risks of
investing in our Units discussed under “Risk Factors” and the financial statements and other information that are
included in this prospectus, before making an investment decision. In addition, this prospectus summarizes other documents which
we urge you to read.

Our
Company

Avangard
Capital Group Inc. (“we”, “us”, the “Company”, “Avangard”) was incorporated in
Nevada on June 13, 2012, and is a provider of nonprime automobile floor plan financing for used car dealers. Our executive offices
are located at 2708 Commerce Way, Philadelphia, Pennsylvania 19154 and our telephone number is 215 464-7300.

Our
Business

We
are an independent auto sales finance company that provides floor plan financing for independent used car dealers based on the
value of collateral (the car) as determined by us using the automobile industry’s nationally-recognized valuation sources.
We currently operate in Pennsylvania, New Jersey and Florida.

Pursuant
to an Assignment Agreement with Avangard Auto Financing, Inc., an affiliate (“AAF”) dated June 13, 2012, we acquired
AAF’s floor plan financing portfolio for $151,979, the face value of the contracts plus accrued interest and fees at that
time. The assignment agreement with AAF included the following agreements with Autosource Enterprises, Inc., an unaffiliated third
party (“Autosource Enterprises”): (i) Floor Plan Agreement, (ii) Demand Promissory Note, (iii) Business Line of Credit
Agreement, (iv) Surety Agreement and (v) Confessions of Judgment. Pursuant thereto, we have assumed the obligations of AAF under
the above agreements. AAF is owned 60% by Friedman Financial Group, LLC and 40% by DJS Investments, LLC, both of whom are the
sole shareholders of the Company.

Utilizing
the $744,451 we received in August 2012 from our existing shareholders which we plan to use to expand our auto dealer floor plan
financing business and for working capital purposes, we believe we have sufficient working capital to sustain our current operations
for the next 12 months.

Our
Expansion Plans

We
are seeking funds to expand our business over the next 12 months in the following ways. Assuming we raise the entire amount we
are seeking in this offering ($29,900,000) we will invest up to $13,500,000 in auto dealer floor plan financing, up to $9,000,000
to expand these operations into South Florida, Southern New Jersey and Nevada, up to $900,000 to obtain state licenses and software
for retail auto finance operations, up to $4,500,000 to launch consumer auto financing operations, and up to $2,000,000 for general
and administrative costs. In the event we do not raise the entire amount we are seeking, we will focus our expansion on auto dealer
floor plan financing and establishment of the sales and administrative aspects of these operations. We believe that we need to
raise a minimum of $3,000,000 in this offering and complete $2,500,000 of floor plan financing transactions to achieve a profitable
level of sustainable operations. We expect to generate an effective yield on our floor plan loans, including all fees and interest,
of approximately 30% per annum, or $75,000 per month with total operating expenses at this level of operations of approximately
$50,000 per month. See “Use of Proceeds.”

Risk
Factors

An
investment in our securities involves a high degree of risk. For a discussion of some of the risks you should consider before
purchasing our securities, you are urged to carefully review and consider the section entitled “Risk Factors” beginning
on page 4 of this prospectus. These risks relate to various aspects of our business, including our continued need for funding
and the other risks set forth under “Risk Factors”.

- 2 -

Summary
of the Offering

Issuer:

Avangard
Capital Group Inc, a Nevada corporation.

Securities
Offered

We
are offering (the “Offering”) on a direct primary basis up to 5,000,000 Units (each a “Unit”) at a
price per Unit of $6.00 for a total offering of up to $30,000,000. Each Unit consists of four shares of common stock, $0.0001
par value (the “Shares”), and one redeemable common stock warrant (a “Warrant”). There is no minimum
number of Units required to be purchased, and subscriptions, once received and accepted, are irrevocable. Our transfer
agent, Interwest Transfer Company, Inc., will issue common stock and warrants subscribed for in this offering promptly after
we accept subscriptions from investors. Securities purchase by investors in this offering will remain outstanding upon its
termination regardless of the number of Units subscribed for.

Common
Stock outstanding before this Offering (1)

10,000,000
basic Shares and 12,715,000 Shares on a fully-diluted basis (assuming conversion of the 905,000 shares of Series A Convertible
Preferred Stock into 2,715,000 shares of common Stock)(1).

Common
Stock outstanding after this Offering (1)

Up
to 30,000,000 Shares and 32,715,000 on a fully-diluted basis (assuming all 5,000,000 Units are sold).(1) (2)

Common
Stock Warrants offered

5,000,000
Warrants. The Warrants will become exercisable and separately transferable from the Shares commencing 30 calendar days after
the effective date of this prospectus (the “Effective Date”). At any time thereafter until three years following
the Effective Date, subject to earlier redemption, each Warrant entitles the holder to purchase one Share at an exercise price
of $2.00 (133% of the per Share price of the common stock included in the Units), subject to adjustment. The Warrants are
subject to redemption by the Company for $0.0001 per Warrant upon 30 days prior written notice, provided that the last sale
price of the Shares equals or exceeds $3.00 (150% of the Warrant exercise price), subject to adjustment, for 10 consecutive
trading days.

Offering
Period

The
Units will be offered for a period of six (6) months from the date of this prospectus unless extended by the Board of Directors
for an additional six (6) months or unless the offering is fully subscribed before such date or we decided to terminate the
offering prior to such date. In either event, the offering may be closed without further notice to you.

Proceeds
to the Company

$30,000,000,
if all the Units are sold in the Offering. We will receive an additional $10,000,000 (assuming the exercise of all the Warrants,
of which there is no assurance). There is no minimum number of Units required to be purchased.

Use
of Proceeds

We
intend to use the proceeds to further our auto dealer floor plan financing operations, general and administrative costs, obtain
licenses and software for retail auto finance operations, launch retail auto financing operations and expand our operations
into South Florida, Southern New Jersey and Nevada. See “Use of Proceeds.”

(1)

In
addition
to
the
Common
Stock,
we
have
outstanding
905,000
shares
of
Series
A
Convertible
Preferred
Stock.
Each
share
of
Series
A
Convertible
Preferred
Stock
is
convertible
into
three
(3)
shares
of
our
Common
Stock,
and
the
holders
thereof
are
entitled
to
vote
shares
of
Series
A
Convertible
Preferred
Stock
held
as
common
stock
in
accordance
with
the
number
of
shares
of
common
stock
into
which
such
preferred
shares
are
convertible.
Conversion
of
all
these
Series
A
shares
would
result
in
the
issuance
of
an
additional
2,715,000
shares
of
common
stock.

(2)

In
the
event
the
Warrants
offered
hereby
are
converted
into
shares
of
our
common
stock,
we
will
have
up
to
35,000,000
Shares
and
37,715,000
on
a
fully-diluted
bases
(assuming
all
5,000,000
Units
are
sold
and
all
5,000,000
Warrants
are
exercised).

- 3 -

Summary
Financial Data

The
following table summarizes certain data derived from our audited financial statements as of and for the year ended June 30, 2012
and our unaudited financial statements for the period ended September 30, 2012. The summary financial data should be read in conjunction
with the financial statements and the notes thereto included elsewhere in this prospectus. You should read the following financial
information together with the information under “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and our financial statements and the notes to those financial statements, appearing elsewhere in this prospectus.
Historical results are not necessarily indicative of the results for the current fiscal year or any other period.

Year ended June 30, 2012

Three months ended September
30, 2012

Statement of Income Data

Revenues:

$

1,770

$

16,201

Operating expenses:

General and administrative

400

26,906

Total operating expenses

400

26,906

Interest expense

—

—

Net income (loss)

$

1,370

$

(10,705

)

Net income (loss) per share attributable to common stockholders:

Basic

0.00

(0.00

)

D iluted

0.00

(0.00

)

Weighted average number of shares outstanding:

Basic

10,000,000

10,000,000

Diluted

12,715,000

10,000,000

(1)

Balance Sheet Data

Cash

$

20,696

$

650,220

Total assets

163,319

906,965

Total liabilities

400

10,300

Stockholders’ Equity

$

162,919

$

896,665

(1)
We excluded 2,715,000 shares of our common stock issuable upon exercise of Series A Convertible Preferred Stock as their effect
was anti-dilutive.

RISK
FACTORS

An
investment in our Units involves a high degree of risk. You should consider the following factors, in addition to the other information
contained in this prospectus, in evaluating our business and proposed activities before you purchase any Units. The risks and
uncertainties below are not the only ones we face. If any of these risks actually occur, our business could be harmed, the market
price of our Units, common stock or Warrants could decline and you may lose all or part of your investment. You should also see
“Special Note Regarding Forward-Looking Statements” immediately following these Risk Factors regarding risks and uncertainties
relating to us and to forward-looking statements in this prospectus.

RISK
FACTORS ASSOCIATED WITH OUR BUSINESS, OPERATIONS AND SECURITIES

Because
we have a limited operating history, we may not be able to successfully manage our business or achieve profitability.

We
were recently formed in June 2012 only have one floor plan financing agreement with Autosource Enterprises that we acquired in
June 2012 and as a result, we have a limited operating history upon which a potential investor can evaluate our prospects and
the potential value of our Units. The likelihood of our success must be considered in light of the expenses, complications and
delays frequently encountered in connection with the establishment and expansion of a new business and the competitive environment
in which we will operate. We have little market penetration and successes to date, and may never reach profitability. No additional
relevant operating history exists upon which an evaluation of our performance can be made. Our performance must be considered
in light of the risks, expenses and difficulties frequently encountered in establishing new products and markets in the evolving,
highly competitive non prime loan industry. If we cannot successfully manage our business, we may not be able to generate future
profits and may not be able to support our operations.

The terms of the agreement to acquire the
floor plan financing portfolio of AAF, an affiliate, was not arrived at as a result of arms-length negotiations and no independent
verification of its value was obtained .

Mr. Alan Gulko, our Chief Executive Officer and a Director and
Simon Friedman, our corporate secretary and a Director are principal owners of the entities that own AAF. While the assignment
agreement between our company and AAF (the “Assignment Agreement”) to acquire AAF’s $151,979 floor plan portfolio
(the “AAF Floor Plan Portfolio”) were approved by our Board of Directors which is entirely comprised of Messrs. Gulko
and Friedman, neither of who are independent directors, the Assignment Agreement was not negotiated on an arms-length basis as
a result of Messrs. Gulko and Friedman’s interest in AAF. While the Assignment Agreement to acquire the AAF Floor Plan Portfolio
was approved by our Board of Directors, there are no assurances that the terms of the Assignment Agreement or the AAF Floor Plan
Portfolio are as favorable to us as they might have been had the AAF Floor Plan Portfolio been obtained in arms-length negotiations
with unrelated third parties supported by an independent verification of its value.

We
have significant capital requirements and are dependent on the offering proceeds to fund operations. There
is no minimum amount required to raised and W e may need additional financing which we may not be able to obtain.

The
capital requirements for our proposed expansion as set forth in our “Use of Proceeds” section are significant. While
we believe that we have adequate working capital to sustain our operations over the next 12 months, we are dependent on the proceeds
of this Offering in order to fund our expansion. In the event that we do not raise a minimum of
$3,000,000 in this offering and complete $2,500,000 of floor plan financing transactions to achieve a profitable level of sustainable
operations, our plans change, our assumptions change or prove to be inaccurate or if the proceeds of this Offering
otherwise prove to be insufficient to fund operations because of unanticipated expenses or difficulties or otherwise, we may be
required to seek additional financing or may be required to curtail our plans. Such financing may include the issuance of additional
and/or newly-created Shares and/or the incurrence of debt financing. There is no requirement that we raise a minimum amount
before we can accept your funds and there can be no assurance that any additional financing will be available to us on acceptable
terms or at all. Any additional equity financing will dilute the interests of our then existing Shareholders. See “Risk
Factors - We are conducting a direct primary offering with no minimum amount required to be raised and as a result we can accept
your investment funds at anytime without any other investment funds being raised and may not raise sufficient funds to pay for
the offering or operate our business beyond the next twelve months.”

We
are highly dependent on future financing from our current stockholders and Directors, Messrs. Gulko and Friedman, in the event
we are unable to raise a sufficient amount of capital in this offering.

Although
we believe we have sufficient working capital to operate our business over the next 12 months as a result of the June 2012 $906,000
investment in our securities by Messrs. Gulko and Friedman, we will be dependent upon them for future financing in the event we
do not raise a sufficient amount in this Offering to execute on our growth plans. At the present time, there is no agreement between Messrs. Gulko and Friedman and our company for these individuals to provide any additional funding
to us nor do we have any plans to seek additional capital from them. We have no indication that Messrs. Gulko or Friedman would
refuse to lend or invest additional funds in our company if we should ask. It would be very difficult to find a financing source
to replace Messrs. Gulko or Friedman if they elected not to lend or invest any additional amounts in our company. The loss of Messrs. Gulko or Friedman’s future funding could have a material adverse effect on our
business.

- 4 -

We
may have difficulty managing growth in our business.

Because
of our small size, growth in accordance with our business plans, if achieved, will place a significant strain on our financial,
technical, operational and management resources. As we expand our activities and increase the size of our floor plan financing
agreements and other product lines, we plan to utilize computer systems and technology to minimize our labor costs. Despite these
efforts, there will be additional demands on our financial, technical and management resources. The failure to implement administrative,
operating and financial control systems and software or the occurrence of unexpected expansion difficulties, including the recruitment
and retention of experienced personnel, talent and consultants, could have a material adverse effect on our business, financial
condition and results of operations and our ability to timely execute our business plan.

We
only have one floor plan financing agreement.

We
only have one floor plan financing agreement with Autosource Enterprises that we acquired from AAF in June 2012. Consequently,
all of our receivables are from a single borrower. Although we have not incurred any defaults in our floor plan financing agreement
with Autosource Enterprises and are actively seeking new borrowers using recent capital contributions from our existing shareholders,
our reliance on a single or limited sources for receivables may in the future negatively impact our performance. Furthermore,
we intend to minimize the risk of loss due to defaults by limiting the amounts available for borrowing under future floor plan
financing agreements to $250,000 per dealer and secure the loans with the cars purchased with the loan proceeds and personal guarantees
from the owner of the car dealer.

We
may not be able to obtain adequate financing to continue our operations.

Failure
to generate operating cash flow or to obtain additional financing could result in substantial dilution of our property interests,
or delay or cause indefinite postponement of further expansion of our product lines. We will require significant additional capital
to fund our future activities. Our failure to find the financial resources necessary to fund our planned activities and service
our debt and other obligations could adversely affect our business.

We
may use the proceeds of this offering to pay for our expenses even if our business is terminated and this means you may lose your
entire investment.

Any
funds raised in this offering may be used immediately for our incurred expenses, even if we are later unable to complete our business
plan. If this occurs, you may not receive your entire investment back because either we have used it to pay for offering costs
or we have decided to liquidate and we are required to pay for other debts and liabilities of the Company. You may lose your entire
investment.

Because
our Officers and Board of Directors will make all management decisions, you should only purchase the Units if you are comfortable
entrusting our Directors to make all decisions that will be financed with the proceeds of this offering.

Our
Board of Directors will have the sole right to make all decisions with respect to our management. Investors will not have an opportunity
to evaluate the specific projects that will be financed with the proceeds of this offering or with future operating income. You
should not purchase Shares unless you are willing to entrust all aspects of our management to our officers and directors.

We
are seeking additional financing, and any such financing will likely be dilutive to our existing shareholders.

We
expect the net proceeds of this offering to provide working capital to enable us to expand our lending operations. We will require
additional working capital over and above the net proceeds of this offering. If additional funds are raised by the issuance of
convertible debt or equity securities, such as the issuance of stock, or the issuance and exercise of warrants, the issuance and
conversion of convertible debentures, then existing shareholders will experience dilution in their ownership interest. If additional
funds are raised by the issuance of debt or certain equity instruments, we may become subject to certain operational limitations,
and such securities may have rights senior to those of existing holders of common stock. There can be no assurance that we will
be successful in obtaining such additional financing, if needed. Additional financing may not be available to us, may not be available
on favorable terms and will likely be dilutive to existing shareholders.

- 5 -

As
an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.

We
qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely
on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required
to:

●

have
an
auditor
report
on
our
internal
controls
over
financial
reporting
pursuant
to
Section
404(b)
of
the
Sarbanes-Oxley
Act;

●

comply
with
any
requirement
that
may
be
adopted
by
the
Public
Company
Accounting
Oversight
Board
regarding
mandatory
audit
firm
rotation
or
a
supplement
to
the
auditor’s
report
providing
additional
information
about
the
audit
and
the
financial
statements
(i.e.,
an
auditor
discussion
and
analysis);

●

submit
certain
executive
compensation
matters
to
shareholder
advisory
votes,
such
as
“say-on-pay”
and
“say-on-frequency;”
and

●

disclose
certain
executive
compensation
related
items
such
as
the
correlation
between
executive
compensation
and
performance
and
comparisons
of
the
Chief
Executive’s
compensation
to
median
employee
compensation.

In
addition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words,
an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply
to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements
may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We
will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first
fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated
filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our
ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed
second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding
three year period.

Until
such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.
If some investors find our common stock less attractive as a result, there may be a less active trading market for our common
stock and our stock price may be more volatile.

The
current unprecedented volatility in the worldwide credit and equity markets may have an impact on our ability to obtain future
financing.

We
do not know what impact the current unprecedented volatility in worldwide credit and equity markets may have on our ability to
obtain future financing following this offering. Since September 2008, we have seen unprecedented turmoil in equity and credit
markets that has resulted in record-setting losses in the stock markets, dramatic decreases of liquidity in the credit markets,
bank failures, hedge fund closures and massive market intervention by the United States and foreign governments. Because of the
unprecedented nature of these market events, and because the markets remain highly-volatile today, we cannot predict what effect
these events will have on our ability to obtain financing in the future. If we are unable to raise sufficient capital following
this offering, it will have impact our future results of operations.

We
are highly dependent on the services provided by Alan Gulko, our CEO.

We
are highly dependent upon the services of our President and Chief Executive Officer, Alan Gulko. We have not obtained “key-man”
life insurance policies insuring the life of Mr. Gulko. If the services of Mr. Gulko become unavailable to us, for any reason,
our business could be adversely affected.

The
Company Has Established Preferred Stock Which Can Be Designated By The Company’s Directors Without Shareholder Approval
And Has Established Series A Convertible Preferred Stock, Which Gives the Holders Super Voting Power Over the Common Stock Shareholders
of the Company.

The
Company has 300,000,000 shares of preferred stock authorized and designated 150,000,000 shares as Series A Convertible Preferred
Stock. As of the date of this Prospectus, the Company has 905,000 Series A Convertible Preferred Stock shares issued and outstanding.
The Company’s Series A Convertible Preferred Stock allows the holder to vote 3 votes each on shareholder matters. Additional
shares of preferred stock of the Company may be issued from time to time in one or more series, each of which shall have distinctive
designation or title as shall be determined by the Board of Directors of the Company, prior to the issuance of any shares thereof.
The preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating,
optional or other special rights and such qualifications, limitations or restrictions thereof as adopted by the Board of Directors.
Because the Board of Directors is able to designate the powers and preferences of the preferred stock without the vote of a majority
of the Company’s shareholders, shareholders of the Company will have no control over what designations and preferences the
Company’s preferred stock will have. As a result of this, the Company’s shareholders may have less control over the
designations and preferences of the preferred stock and as a result the operations of the Company.

Alan
Gulko and Simon Friedman the sole directors of our company beneficially own 100% of our total voting securities. These shareholders
will continue to beneficially own 38.9% of our total outstanding voting after the offering (assuming the sale of all shares offered
herein). As a result, prior to the offering, these shareholders will exercise control in determining the outcome of all corporate
transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially
all of our assets, and also the power to prevent or cause a change in control. The interests of our controlling stockholders may
differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other stockholders.

The
Company May Experience Write-Offs for Losses and Defaults, Which Could Adversely Affect Its Financial Condition and Operating
Results.

It
will be common for the Company to recognize losses resulting from the inability of certain customers to repay their loans and
the insufficient realizable value of the collateral securing such loans. Additional losses will occur in the future and may occur
at a rate greater than the Company has experienced to date. If these losses were to occur in significant amounts, our financial
position, liquidity, and results of operations would be adversely affected, possibly to a material degree.

Changes
in interest rates could have an adverse impact on our business. For example:

We
are
also
subject
to
risks
from
decreasing
interest
rates.
For
example,
a
significant
decrease
in
interest
rates
could
increase
the
rate
at
which
loans
are
prepaid.

Our
Business May Be Adversely Affected If More Burdensome Government Regulations Were Enacted.

Our
operations are subject to regulation, supervision and licensing under various federal, state and local statutes, ordinances and
regulations. In most states in which we operate, a consumer credit regulatory agency regulates and enforces laws relating to consumer
lenders and sales finance companies such as us. These rules and regulations generally provide for licensing as a sales finance
company or consumer lender or lessor, limitations on the amount, duration and charges, including interest rates, for various categories
of loans, requirements as to the form and content of finance contracts and other documentation, and restrictions on collection
practices and creditors’ rights. In certain states, we are subject to periodic examination by state regulatory authorities.
Some states in which we operate do not require special licensing or provide extensive regulation of our business.

We
are also subject to extensive federal regulation, including the Truth in Lending Act, the Equal Credit Opportunity Act and the
Fair Credit Reporting Act. These laws require us to provide certain disclosures to prospective borrowers and lessees and protect
against discriminatory lending and leasing practices and unfair credit practices. The principal disclosures required under the
Truth in Lending Act include the terms of repayment, the total finance charge and the annual percentage rate charged on each contract
or loan and the lease terms to lessees of personal property. The Equal Credit Opportunity Act prohibits creditors from discriminating
against credit applicants on the basis of race, color, religion, national origin, sex, age or marital status. According to Regulation
B promulgated under the Equal Credit Opportunity Act, creditors are required to make certain disclosures regarding consumer rights
and advise consumers whose credit applications are not approved of the reasons for the rejection. In addition, the credit scoring
system used by us must comply with the requirements for such a system as set forth in the Equal Credit Opportunity Act and Regulation
B. The Fair Credit Reporting Act requires us to provide certain information to consumers whose credit applications are not approved
on the basis of a report obtained from a consumer reporting agency and to respond to consumers who inquire regarding any adverse
reporting submitted by us to the consumer reporting agencies. Additionally, we are subject to the Gramm-Leach-Bliley Act, which
requires us to maintain the privacy of certain consumer data in our possession and to periodically communicate with consumers
on privacy matters. We are also subject to the Service members Civil Relief Act, which requires us, in most circumstances, to
reduce the interest rate charged to customers who have subsequently joined, enlisted, been inducted or called to active military
duty. The dealers who originate automobile finance contracts and leases purchased by us also must comply with both state and federal
credit and trade practice statutes and regulations. Failure of the dealers to comply with these statutes and regulations could
result in consumers having rights of rescission and other remedies that could have an adverse effect on us.

- 7 -

We
believe that we maintain all material licenses and permits required for our current operations and are in substantial compliance
with all applicable local, state and federal regulations. There can be no assurance however, that we will be able to maintain
all requisite licenses and permits, and the failure to satisfy those and other regulatory requirements could have a material adverse
effect on our operations. Further, the adoption of additional, or the revision of existing, rules and regulations could have a
material adverse effect on our business.

Compliance
with applicable law is costly and can affect operating results. Compliance also requires forms, processes, procedures, controls
and the infrastructure to support these requirements, and may create operational constraints. Laws in the financial services industry
are designed primarily for the protection of consumers. The failure to comply with these laws could result in significant statutory
civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses and damage to
reputation, brand and valued customer relationships.

In
the near future, the financial services industry is likely to see increased disclosure obligations, restrictions on pricing and
fees and enforcement proceedings, which could have a material adverse effect on our revenues and results of operations.

We
are exposed to credit risk, which could affect our profitability and financial condition.

We
are subject to credit risk resulting from defaults in payment or performance by debtors responsible for payments of the loans.
There can be no assurances that our monitoring of our credit risk as it impacts the value of these assets and our efforts to mitigate
credit risk through our risk-based pricing and loss mitigation strategies are or will be sufficient to prevent an adverse effect
on our profitability and financial condition.

We
will incur increased costs as a result of becoming a reporting company, and such additional costs may have an adverse impact on
our profitability.

Following
the effectiveness of this S-1 Registration Statement, we will be a Securities and Exchange Commission (“SEC”) reporting
company. As a result of becoming a reporting company, we will be required to file periodic and current reports and other information
with the SEC and we must adopt policies regarding disclosure controls and procedures and regularly evaluate those controls and
procedures. As a reporting company, we will incur significant additional legal, accounting and other expenses in connection with
our public disclosure and other obligations. The additional costs we will incur in connection with becoming a reporting company
will serve to further stretch our limited capital resources. In other words, due to our limited resources, we may have to allocate
resources away from other productive uses in order to pay expenses we incur as an SEC reporting company. Further, there is no
guarantee that we will have sufficient resources to meet our reporting and filing obligations with the SEC as they come due.

We
have never paid dividends and do not expect to pay dividends in the foreseeable future.

We
have never paid dividends on our capital stock, but anticipate paying dividends on our preferred stock. We do not see paying dividends
on our common stock for the foreseeable future. Future debt covenants may prohibit payment of dividends.

If
we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results. As
a result, current and potential stockholders could lose confidence in our financial reporting which, in turn, could harm our business
and the trading price of our common stock.

We
are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley
Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal controls
over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s
internal controls over financial reporting. Our management may conclude that our internal controls over our financial reporting
are not effective. Our reporting obligations as a public company will place a significant strain on our management, operational
and financial resources and systems for the foreseeable future. If we fail to timely achieve and maintain the adequacy of our
internal controls, we may not be able to conclude that we have effective internal controls over financial reporting at a reasonable
assurance level. Moreover, effective internal controls over financial reporting are necessary for us to produce reliable financial
reports and are important to help prevent fraud. As a result, our failure to achieve and maintain effective internal controls
over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which
in turn could harm our business and negatively impact the trading price of our common stock. Furthermore, we anticipate that we
will incur considerable costs and use significant management time and other resources in an effort to comply with Section 404
and other requirements of the Sarbanes-Oxley Act. As of the date of this prospectus we do not have an estimate of the costs to
the company of compliance with the Act.

- 8 -

We
have not yet begun preparing for compliance with Section 404, but we are aware we must do so by strengthening, assessing and testing
our system of internal controls to provide the basis for our report. The process of strengthening our internal controls and complying
with Section 404 is expensive and time consuming, and requires significant management attention. We cannot be certain that these
measures will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore,
as we grow our business, our internal controls will become more complex and will require significantly more resources to ensure
our internal controls overall remain effective. Failure to implement required new or improved controls, or difficulties encountered
in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we or our
auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s
confidence in our financial statements and harm our stock price.

RISK
FACTORS RELATING TO THE OFFERING

We
do not meet the criteria to list our securities on an exchange such as The NASDAQ Stock Market and the Units, Warrants and our
common stock are illiquid and may be difficult to sell.

There
is no market for our common stock at this time and, following the offering made by this prospectus, there is no assurance that
any market will develop for our common stock, the Units or the Warrants. We plan to list our common stock and the Warrants for
trading on the Over-The-Counter Bulletin Board when the distribution and potential market for the stock and Warrants would permit
such listing, although there is no assurance that we will be able to accomplish this listing. Generally, securities that are quoted
on the Over-The-Counter Bulletin Board lack liquidity and analyst coverage. This may result in lower prices for our common stock
and Warrants than might otherwise be obtained if we met the criteria to list our securities on a larger or more established exchange,
such as The NASDAQ Capital Market, and could also result in a larger spread between the bid and asked prices for our common stock
and Warrants.

In
addition, if there is only limited trading activity in our common stock and Warrants, we may not be able to have these securities
qualify for quotation on the Over-The-Counter Bulletin Board. The relatively small trading volume would likely make it difficult
for our shareholders to sell their Warrants or common stock as, and when, they choose. As a result, investors may not always be
able to resell shares of our common stock, or the Warrants publicly at the time and prices that they feel are fair or appropriate.

The
application of the “penny stock” rules could adversely affect the market price of our common shares and increase your
transaction costs to sell those shares.

The
Securities and Exchange Commission (the “SEC”) has adopted rule 3a51-1 which establishes the definition of a “penny
stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock,
unless exempt, Rule 15g-9 requires:

●

that
a
broker
or
dealer
approve
a
person’s
account
for
transactions
in
penny
stocks,
and

●

the
broker
or
dealer
receive
from
the
investor
a
written
agreement
to
the
transaction,
setting
forth
the
identity
and
quantity
of
the
penny
stock
to
be
purchased.

In
order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

●

obtain
financial
information
and
investment
experience
objectives
of
the
person,
and

●

make
a
reasonable
determination
that
the
transactions
in
penny
stocks
are
suitable
for
that
person
and
the
person
has
sufficient
knowledge
and
experience
in
financial
matters
to
be
capable
of
evaluating
the
risks
of
transactions
in
penny
stocks.

The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating
to the penny stock market, which, in highlight form:

●

sets
forth
the
basis
on
which
the
broker
or
dealer
made
the
suitability
determination
and

●

that
the
broker
or
dealer
received
a
signed,
written
agreement
from
the
investor
prior
to
the
transaction.

- 9 -

Generally,
brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make
it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

The
initial offering price of the Units and the Warrant exercise price have been arbitrarily determined and no prior public market
exists for our common stock, or the Units and Warrants. There can be no assurance that a public market for our common stock, the
Units and Warrants will develop.

The
initial offering price of the Units and the Warrant exercise price have been arbitrarily determined by the Company. The initial
offering price of the Units and the Warrant exercise price bear no relationship to the Company’s assets, book value, lack
of earnings, net worth or other recognized criteria of value, including quoted stock prices. Prior to the offering, there has
been no public market for our common stock, or the Units and Warrants. After the effective date of the registration statement
of which this prospectus is a part, we intend to identify a market maker to file an application with the Financial Industry Regulatory
Authority (“FINRA”) to have our common stock and Warrants quoted on the Over-the-Counter Bulletin Board (the “OTCBB”).
We must satisfy certain criteria in order for our application to be accepted. We do not currently have a market maker willing
to participate in this application process, and even if we identify a market maker, there can be no assurance as to whether we
will meet the requisite criteria or that our application will be accepted. Our common stock may never be quoted on the OTCBB or
a public market for our common stock may not materialize if it becomes quoted. If our securities are not eligible for initial
or continued quotation on the OTCBB or if a public trading market does not develop, purchasers of the common stock in this Offering
may have difficulty selling or be unable to sell their securities should they desire to do so, rendering their common stock and
Warrants effectively worthless and resulting in a complete loss of their investment.

We
are conducting a direct primary offering with no minimum amount required to be raised and as a result we can accept your investment
funds at anytime without any other investment funds being raised and may not raise sufficient funds to pay for the offering or
operate our business beyond the next twelve months .

There
is no minimum amount required to be raised before we can accept your investment funds and, as a result, investment funds will
not be placed in an escrow account pending the attainment of a minimum amount of proceeds. Also, we may not sell enough shares
of common stock in the offering to pay the expenses associated with the offering and continue our operations beyond the next
twelve months as we believe that we need to raise a minimum of $3,000,000 in this offering and complete $2,500,000 of floor plan
financing transactions to achieve a profitable level of sustainable operations . Once we accept your investment funds,
there will be no obligation to return your investment funds even though no other investment funds are raised and there may be
insufficient funds raised through this direct primary offering to cover the expenses associated with the offering and continue
our operations beyond the next twelve months . Thus, you may be one of only a few investors in this offering in which you acquire
stock in a company that continues to be under-capitalized. The lack of sufficient funds to pay expenses and for working capital
will negatively impact our ability to implement and complete our plan of operation.

Because
we will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use them and
the proceeds may not be invested successfully.

We
will have broad discretion on the use of the offering proceeds. While we currently anticipate that we will use the net proceeds
of this offering for working capital and other general corporate purposes, our management may allocate the net proceeds among
these purposes as it deems necessary. In addition, market or other factors may require our management to allocate portions of
the net proceeds for other purposes. Accordingly, you will be relying on the judgment of our management with regard to the use
of the net proceeds from this offering, and you will not have the opportunity, as part of your investment decision, to assess
whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that does not yield
a favorable, or any, return for the Company.

If
you purchase the Units sold in this offering, you will experience immediate dilution.

If
you purchase the Units sold in this offering, you will experience immediate dilution because the price that you pay for our common
stock that is part of the Units will be greater than the net tangible book value per share of our shares of common stock.

There
must be a current prospectus and state registration in order for you to exercise the Warrants.

Purchasers
of Units will be able to exercise the Warrants only if a current prospectus relating to the Shares underlying the Warrants is
then in effect and only if such securities are qualified for sale or exempt from qualification under the applicable securities
laws of the states in which the various holders of Warrants reside. Although the Company will use its best efforts to (i) maintain
the effectiveness of a current prospectus covering the Shares underlying the Warrants and (ii) maintain the registration of such
Shares under the securities laws of the states in which the Company initially qualifies the Units for sale in the offering, there
can be no assurance that the Company will be able to do so. The Company will be unable to issue Shares to those persons desiring
to exercise their Warrants if a current prospectus covering the Shares issuable upon the exercise of the Warrants is not kept
effective or if such Shares are neither qualified nor exempt from qualification in the states in which the holders of the Warrants
reside.

- 10 -

The
Warrants are subject to redemption by the Company.

The
Warrants are subject to redemption by the Company for $0.0001 per Warrant upon 30 days prior written notice, provided that the
last sales price of the Shares equals or exceeds 150% of the Warrant exercise price, for 10 consecutive trading days. In addition,
a current prospectus covering the Shares issuable upon exercise of the Warrants must then be effective under the Securities Act
of 1933, as amended (“Securities Act”). If the Warrants are redeemed, Warrant holders will lose their right to exercise
the Warrants except during such 30 day redemption period. Redemption of the Warrants could force the holders to exercise the Warrants
at a time when it may be disadvantageous for the holders to do so or to sell the Warrants at the then market price or accept the
redemption price, which likely would be substantially less than the market value of the Warrants at the time of redemption.

If
you purchase or hold the Warrants, you will not be entitled to any rights as a shareholder on the common stock underlying the
Warrants, but you will be subject to all changes made with respect to our common stock.

If
you purchase or hold the Warrants, other than the right to adjustments in the exercise price of the Warrants upon certain events,
you will not be entitled to any rights as a shareholder (including, without limitation, voting rights and rights to receive any
dividends or other distributions on our common stock) on the common stock underlying the Warrants, but such shares will be subject
to all changes affecting the common stock. You will only be entitled to rights as a shareholder on the common stock underlying
the Warrants if and when we deliver shares of common stock to you upon the exercise of your Warrants. For example, in the event
that an amendment is proposed to our articles of incorporation or bylaws requiring shareholder approval and the record date for
determining shareholders of record entitled to vote on the amendment occurs prior to the exercise of your Warrants, you will not
be entitled to vote the shares of common stock underlying your Warrant on the amendment, although the common stock you receive
upon exercise of your Warrants, will nevertheless be subject to any changes in the powers, preferences or special rights of our
common stock or other classes of capital stock.

The
application of Rule 144 creates some investment risk to potential investors; for example, existing shareholders may be able to
rely on Rule 144 to sell some of their holdings, driving down the price of the shares you purchased.

The
SEC adopted amendments to Rule 144 which became effective on February 15, 2008 that apply to securities acquired both before and
after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least
six months would be entitled to sell their securities provided that: (i) such person is not deemed to have been one of our affiliates
at the time of, or at any time during the three months preceding a sale, (ii) we are subject to the Exchange Act periodic reporting
requirements for at least 90 days before the sale and (iii) if the sale occurs prior to satisfaction of a one-year holding period,
we provide current information at the time of sale.

Persons
who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time
of, or at any time during the three months preceding a sale, would be subject to additional restrictions, by which such person
would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either
of the following:

●

1%
of
the
total
number
of
securities
of
the
same
class
then
outstanding
(100,000
shares
of
common
stock
as
of
the
date
of
this
prospectus);
or

●

the
average
weekly
trading
volume
of
such
securities
during
the
four
calendar
weeks
preceding
the
filing
of
a
notice
on
Form
144
with
respect
to
the
sale;

provided,
in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.
Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain
statements contained in this prospectus that are forward-looking in nature are based on the current beliefs of our management
as well as assumptions made by and information currently available to management, including statements related to the markets
for our products, general trends in our operations or financial results, plans, expectations, estimates and beliefs. In addition,
when used in this prospectus, the words “may,” “could,” “should,” “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “plan,” “predict”
and similar expressions and their variants, as they relate to us or our management, may identify forward-looking statements. These
statements reflect our judgment as of the date of this prospectus with respect to future events, the outcome of which is subject
to risks, which may have a significant impact on our business, operating results or financial condition. You are cautioned that
these forward-looking statements are inherently uncertain. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein. Except
as required by law, we undertake no obligation to update forward-looking statements. The risks identified in the “Risk Factors”
section of this prospectus, among others, may impact forward-looking statements contained in this prospectus.

- 11 -

USE
OF PROCEEDS

We
estimate that our net proceeds, after deducting the estimated expenses related to this offering, assuming all Units are sold and
exclusive of proceeds from the exercise of the Warrants, will be approximately $29,900,000 (based on an assumed offering price
of $6.00 per Unit). We intend to use the estimated net proceeds in the priority set forth below within the first 12 months after
completion of this offering:

Approximate Amount

Percent of Net Proceeds

Auto dealer floor plan financing

$

13,500,000

45.2

%

General and administrative costs

2,000,000

6.7

%

Obtain state licenses and software for retail auto finance operations

900,000

3.0

%

Launch retail auto financing operations

4,500,000

15.1

%

Expansion into South Florida, Southern New Jersey and Nevada

9,000,000

30.0

%

Net proceeds to be received by us

$

29,900,000

100

%

In
the event that the Company sells 10% or 50% of the Units being offered, it expects to disburse the net proceeds as follows:

10%

50%

Net p roceeds to the Company:

$

2,900,000

$

14,900,000

Auto dealer floor plan financing

2,500,000

$

6,700,000

General and administrative costs

400,000

$

1,100,000

Obtain state licenses and software for retail auto finance operations

-

$

400,000

Launch retail auto financing operations

-

$

2,200,000

Expansion into South Florida, Southern New Jersey and Nevada

-

$

4,500,000

We
could receive up to an additional $10,000,000 in gross proceeds if the Warrants being offered were subsequently fully exercised.
We intend to use those proceeds, if received, for general corporate purposes, including some of the purposes described above.

In
the event we do not raise a sufficient amount of funds in this offering, we currently have no other plans to finance our proposed
expansion.

- 12 -

CAPITALIZATION

The
following table sets forth our capitalization as of September 30, 2012:

●

on
an
actual
basis;
and

●

on
a
pro
forma
basis
at
varying
levels
to
give
effect
to
our
sale
of
Units
at
an
offering
price
of
$6.00
per
Unit
pursuant
to
this
offering
if
100%,
50%
and
10%
of
the
Units
are
sold
and
the
application
of
the
estimated
net
proceeds
from
this
offering;
and
excludes
the
proceeds
from
the
exercise
of
the
Warrants
and
the
conversion
of
the
outstanding
shares
of
our
Series
A
Convertible
Preferred
stock.

You
should read the information in this table along with the “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and our audited and unaudited financial statements and related notes contained in this prospectus.

The
difference between the offering price per share of the Units, assuming no value is attributed to the Warrants included in the
Units, and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to
purchasers in this offering. Net tangible book value per share is determined by dividing our tangible book value, which is our
tangible assets less total liabilities, by the number of outstanding shares of our common stock. At September 30, 2012, our net
tangible book value was $896,665, or approximately $0.07 per share of common stock giving affect to the conversion of our Series
A Convertible Preferred Stock. After giving effect to the sale of 20,000,000 shares of common stock and the conversion of 905,000
shares of our Series A Convertible Preferred Stock to 2,715,000 shares of common stock, our pro forma net tangible book value
at September 30, 2012 is $30,796,665 or $0.94 per share, representing an immediate increase in net tangible book value of $0.87
per share to the existing shareholders and an immediate dilution of $0. 56 per share, or 37 %, to purchasers in this
offering.

The
following table illustrates the dilution to the purchasers in this offering on a per-share basis as if the offering had occurred
on September 30, 2012, assuming the conversion of 905,000 shares of our Series A Convertible Preferred stock into 2,715,000 shares
of common stock and excluding exercise of the 5,000,000 Warrants included in this offering:

September 30, 2012

Offering price of the Units

$

6.00

Offering price of common share portion of each Unit

1.50

Net tangible book value before this offering

0.07

Increase attributable to purchasers in this offering

0.87

Pro forma net tangible book value after this offering

0.94

Dilution to purchasers in this offering

$

0.56

The
following table sets forth information as of September 30, 2012 with respect to our existing stockholders and the purchasers in
this offering and excluding exercise of the Warrants:

Shares Purchased

Total Consideration

Average Price Per

Number

Percentage

Amount

Percentage

Share

Series A Convertible Preferred stockholders

905,000

100 .0

%

$

905,000

2.9

%

$

1.00

Series A Convertible Preferred stockholders; conversion to common stock

2,715,000

8.3

%

$

—

0

%

$

0.33

(1)

Initial stockholders

10,000,000

30.6

%

$

1,000

0

%

$

0.00

Purchasers in this offering

20,000,000

61.1

%

$

30,000,000

97.1

%

$

1.50

Total

32,715,000

100

%

$

30,906,000

100

%

$

0.94

(1)

(1)
Assumes conversion of 905,000 shares of Series A Convertible Preferred Stock into 2,715,000 shares of Common Stock.

- 14 -

BUSINESS

Overview

Avangard
Capital Group, Inc. was incorporated June 13, 2012 under the laws of the State of Nevada. Our executive offices are located at
2708 Commerce Way, Suite 300, Philadelphia, PA 19154.

Overview
of our Business

We
are an independent auto sales finance company that provides floor plan financing for independent used car dealers based on the
value of collateral (the car) as determined by us using the automobile industry’s nationally-recognized valuation sources.
We operate in the states of New Jersey, Pennsylvania and Florida. We have a limited operating history as we commenced business
June 22, 2012 with the purchase of all floor plan receivables from AAF, an affiliate. Pursuant to an Assignment Agreement with
AAF dated June 13, 2012, we acquired AAF’s floor plan financing portfolio for $151,979, the face value of the contracts
plus accrued interest and fees at that time. The assignment agreement with AAF included the following agreements with Autosource
Enterprises, Inc., an unaffiliated third party: (i) Floor Plan Agreement, (ii) Demand Promissory Note, (iii) Business Line of
Credit Agreement, (iv) Surety Agreement and (v) Confessions of Judgment (collectively, the “Autosource Floor Plan”).
We also assumed the obligations of AAF under these agreements. The Autosource Floor Plan represented our only financing agreement.

Utilizing
the $744,451 we received in August 2012 from our existing shareholders which we plan to use to expand our auto dealer floor plan
financing business and for working capital purposes, we believe we have sufficient working capital to sustain our current operations
for the next 12 months.

Our
company was formed for the purpose of operating as an auto sales finance company as set forth in this prospectus and intend to
move forward with the expansion of this business with our existing capital and the proceeds of this offering. Accordingly, we
do not believe that we may be classified as a “blank check company” as defined in Rule 419 of Regulation C of the
Securities Act of 1933 because we intend to engage in a specific business plan and do not intend to engage in any merger or acquisition
with an unidentified company or other entity.

Our
Expansion Plans

We
are seeking funds to expand our business over the next 12 months in the following ways. Assuming we raise the entire amount we
are seeking in this offering ($29,900,000) we will invest up to $13,500,000 in auto dealer floor plan financing, up to $9,000,000
to expand these operations into South Florida, Southern New Jersey and Nevada, up to $900,000 to obtain state licenses and software
for retail auto finance operations, up to $4,500,000 to launch consumer auto financing operations, and up to $2,000,000 for general
and administrative costs. In the event we raise 50% of the amount we are seeking in this offering ($14,900,000) we will invest
up to $6,700,000 in auto dealer floor plan financing, up to $4,500,000 to expand these operations into South Florida, Southern
New Jersey and Nevada, up to $2,200,000 to launch consumer auto financing operations, up to $400,000 to obtain state licenses
and software for retail auto finance operations and up to $1,100,000 for general and administrative costs. In the event we raise
10% of the amount we are seeking in this offering ($2,900,000) we will forego expansion into new markets and retail financing
operations and scale back the scope and amount of our auto dealer floor plan financing. Under that scenario, we would invest up
to $2,500,000 in auto dealer floor plan financing and up to $400,000 for general and administrative costs. At this lower level
of operations, we believe we will be able to manage our operations using traditional off the shelf accounting, spreadsheet and
word processing software to manage our expected level of operations rather than more costly specialized software systems and will
not require any state licenses for retail auto financing operations thereby eliminating the need for capital for these expenses.
See “Use of Proceeds.” Furthermore, w e believe that we need to raise a minimum of $3,000,000 in this offering
and complete $2,500,000 of floor plan financing transactions to achieve a profitable level of sustainable operations. We expect
to generate an effective yield on our floor plan loans, including all fees and interest, of approximately 30% per annum, or $75,000
per month with total operating expenses at this level of operations of approximately $50,000 per month. We have estimated our
expected effective yield based on our current loan portfolio which generates an actual effective annualized yield of 39.2%. This
yield in in-line with the industry averages for sub-prime automobile dealer floor plan loans.

Auto
Dealer Floor Plan Financing.

We
are targeting the auto dealer financing market which is primarily made up of small independent automotive dealers who purchase
cars at wholesale auctions. Floor plan financing supports independent used vehicle dealers who purchase vehicles from auctions
and other non-auction methods and facilitates the growth of vehicle sales at auction. We plan to enter into floor plan financing
agreements with the dealers who meet our underwriting policies. The a line of credit provided under these agreements will enable
the dealer to be more competitive in the acquisition of automobiles by providing immediate cash while reducing the amount of paperwork
that could hinder their acquisition of automobiles they plan to resell. Larger, more established financial institutions and lenders
require dealers to enter into borrowing agreements that often exceed their needs. Our approach is to provide financing that is
tailored to the level of business that the dealers conduct. Furthermore, many lenders have themselves exhausted their ability
to lend and do not accept new applications from small independent dealers.

Our
plans to expand our auto dealer floor plan financing will include originating direct loans to auto dealers. Typically, the loan
will be a revolving line of credit collateralized by specific vehicles on the dealer’s sales lot. Periodic inspections will
be made by our personnel verifying the collateral location and value. The advance disbursement of the loan proceeds to the dealer
will be calculated using our internal financing guidelines as to the value of the automobile. In most cases, we will require the
owner of the dealer to personally guarantee the loan and pledge other assets as security.

- 15 -

Other
than the Autosource Floor Plan, we do not currently have any other agreements or arrangement with dealers, consultants or sales
representatives.

Our
ability to provide floor plan financing facilitates the growth of vehicle sales at auction. In addition, we have the ability to
send finance representatives on-site to most approved independent auctions during auction sale-days.

Credit.
As part of our financing arrangement, we will assess a floor plan fee at the inception of a loan and we collect all accrued fees
and interest when the loan is extended or repaid in full. In addition, we generally hold the title or other evidence of ownership
to all vehicles which are floor planned. Typical loan terms are expected to 30 to 60 days, each with a possible loan extension.
For an additional fee, a loan extension allows the dealer to extend the duration of the loan beyond the original term for another
30 to 60 days if the dealer makes payment towards principal and pays accrued interest and fees.

The extension of a credit line to a
dealer starts with the underwriting process. We plan to extend credit lines up to $250,000 using a proprietary scoring model
developed internally by us. Credit lines in excess of $250,000 may be extended using underwriting guidelines which require
dealership and personal financial statements and tax returns. Our scoring model which has been developed and used by our
Chief Executive Officer in the operation of his auto dealer
financing business over the past 6 years, consists of evaluating the liquidation value of the vehicles comprising the
collateral asset base. Liquidation values are determined according the nationally recognized authoritative “Black
Book” published values. In addition we estimate the value of the other unencumbered assets of the dealership and
principal owners of the dealership. Based on that analysis, the dealership would qualify for our maximum line of credit which
is the lesser of $250,000 or 80% of the unencumbered assets of the dealership and principals. Credit lines in excess of
$250,000 may be extended upon approval of the full Board of Directors.
The underwriting of each line of credit requires an analysis of these factors , write-up and recommendation to our
Chief Executive Officer or Board of Directors for loans in excess of $250,000 .

Our
underwriting review and analysis will include a visit to the dealer’s business, inspection of the vehicles to be purchased,
comparing industry auto price points with the selling price posted by the dealer, and checking the condition and history of the
vehicle. We then develop a maximum amount that we will advance to the dealer for a particular vehicle but in no case more than
its current wholesale value. In addition we will examine the dealers’ history of performance, personal credit history of
the owner and require the owner’s personal guarantee. While the line of credit is in force we will make periodic visits
to the dealer and compare the inventory in the lot to our records. We will retain possession of physical or electronic titles
for the cars we finance until the collateral is sold or the loan is paid off. Visits to dealers’ sites are conducted
at least once monthly on a random basis. Our current staffing level allows us to service up to $3 million in loans without the
need for additional staffing. As our volume of business increases we will hire and train employees at the rate of 1 person for
each $2 million in floor plan loans. Our expected profit margins are adequate to provide additional employees as needed with increased
volume.

Expansion
into South Florida, Southern New Jersey and Nevada.

We
plan to leverage the auto and consumer goods financing experience of Alan Gulko, our Chief Executive Officer to market our auto
dealer financing to independent auto dealers that he has done business with in the past. Our marketing efforts will focus on the
independent auto dealer floor plan market in the South Florida, Southern New Jersey and Nevada markets. We plan to do this by
soliciting new dealers through both direct sales efforts at the dealer’s place of business as well as auction-based sales
and customer service representatives, who service our dealers at auctions where they replenish and rotate vehicle inventory. In
addition, we plan to send our finance representatives on-site to independent auctions to facilitate dealer financing during auction
sale-days. Until we obtain additional funds through this offering, our expansion efforts will be lead by Mr. Gulko. We do not
currently have any agreements or arrangement with consultants or sales representatives in connection with our expansion plans.

Automotive
Consumer Loans.

This
aspect of our expansion plans involve purchasing retail automotive installment sale and lease contracts and consumer installment
loans secured by automobiles or other motor vehicles, through dealerships in our target markets. These products may include financing
for the purchase of new and used vehicles, as well as refinancing of existing motor vehicle loans. The dealer who originates a
loan will be able to customize its product features, such as interest rate, loan amount, and loan terms, enabling it to lend to
customers with a wide range of credit profiles. We plan to service, administer and make collections on our consumer loan receivables.
We may delegate some or all of our loan servicing duties to sub-contractors who are in the business of performing such duties.

We
intend to license industry standard software and systems necessary for us to originate, service, administer and collect any automotive
consumer loans we make and manage our dealer floor plan financing agreements and credit risk by tracking each vehicle used to
collateralize a loan from origination to payoff.

Government
Regulation

Our
lending business operates in a highly regulated environment under various federal and state consumer protection and other laws,
rules and regulations, including the federal Truth in Lending Act, the federal Equal Credit Opportunity Act, the federal Fair
Credit Reporting Act, the federal Fair Debt Collection Practices Act, the federal Gramm-Leach-Bliley Act and the federal Telemarketing
and Consumer Fraud and Abuse Prevention Act. This business is subject to laws relating to discrimination in extending credit,
use of credit reports, privacy matters, disclosure of credit terms and correction of billing errors. It is also subject to certain
regulations and legislation that limit its operations in certain jurisdictions. For example, limitations may be placed on the
amount of interest or fees that a loan may bear, the amount that may be borrowed, the types of actions that may be taken to collect
or foreclose upon delinquent loans, or the information about a customer that may be shared.

- 16 -

Some
of the other more significant regulations that we are subject to include:

Privacy
— The Gramm-Leach-Bliley Act imposes additional obligations on us to safeguard the information we maintain on our customers
and permits customers to “opt-out” of information sharing with third parties. Regulations have been enacted by several
agencies that establish obligations to safeguard information. In addition, several states have enacted even more stringent privacy
legislation. If a variety of inconsistent state privacy rules or requirements are enacted, our compliance costs could increase
substantially. In addition, we are required to manage, use, and store personally identifiable information, principally customers’
confidential personal and financial data, in the course of our business. We depend on our IT networks and systems, and those of
third parties, to process, store, and transmit that information. In the past, consumer finance companies have been targeted for
sophisticated cyber attacks. A security breach involving our files and infrastructure could lead to unauthorized disclosure of
confidential information. We take numerous measures to ensure the security of our hardware and software systems as well as customer
information.

Fair
Credit Reporting Act — The Fair Credit Reporting Act provides a national legal standard for lenders to share information
with affiliates and certain third parties and to provide firm offers of credit to consumers. In late 2003, the Fair and Accurate
Credit Transactions Act was enacted, making this preemption of conflicting state and local laws permanent. The Fair Credit Reporting
Act was also amended to place further restrictions on the use of information sharing between affiliates, to provide new disclosures
to consumers when risk-based pricing is used in the credit decision, and to help protect consumers from identity theft. All of
these new provisions impose additional regulatory and compliance costs on us.

We
presently believe that we are in substantial compliance with all governmental regulations applicable to our current business.
We employ a number of external resources to assist us in complying with our regulatory
obligations. These external resources include outside lawyers, law firms and consultants. As we expand our business, we
believe that the portion of the Use of Proceeds we have allocated to general and administrative costs is adequate to cover the
expected increase in costs to hire and train additional internal and external resources to ensure we remain in substantial compliance
with our governmental obligations.

Competition

We
primarily provide short-term dealer floor plan financing of wholesale vehicles to independent vehicle dealers in North America.
At the national level, our competition includes specialty lenders, banks and financial institutions such as Western Funding, Inc.
At the local level, we face competition from banks and credit unions who may offer floor plan financing to local auction customers
such as Manheim Auto Auction and American Credit Acceptance. Such entities typically service only one or a small number of auctions.

Some
of our industry competitors who operate whole car auctions on a national scale may endeavor to capture a larger portion of the
floor plan financing market. In all of our markets we face direct competition from bank and non-bank lenders who provide non-prime
financing for automobile dealers. Certain of these lenders are larger than we are and have greater financial resources than we
do. We believe we can compete effectively with our competitors on the basis of favorable collateral valuations that enable dealers
to purchaser a wider variety of inventory, higher quality of service, convenience of payment, scope of services offered and historical
and consistent commitment to the sector. There is no assurance, however, that our ability to market products and services successfully
will not be impacted by competition that now exists or may later develop.

Employees

We
currently have 2 employees, Mr. Gulko, our President, Chief Executive Officer and a Director and Simon Friedman, our corporate
secretary and a Director. Mr. Gulko devotes substantially all of his time to our business and Mr. Friedman devotes approximately
25% of his time to our business where he assists Mr. Gulko in strategic planning. Neither Mr. Gulko nor Mr. Simon receive a salary
for their work on behalf of the Company. We are dependent upon both Mr. Gulko and Mr. Friedman for implementation of our proposed
expansion strategy and execution of our business plan. Although we intend to utilize computer systems and technology to minimize
our labor costs, we plan to hire or enter into contracts to provide experienced personnel, talent and consultants to implement
our proposed business plan as additional working capital is obtained in this offering.

Description
of Property

Our
executive offices are 2708 Commerce Way, Philadelphia, PA 19154 where we rent approximately 2,000 square feet of office space
from Commerce Way, LP, a related party, at a monthly rental of $2,500 on a month to month basis.

- 17 -

Legal
proceedings

Although
we may become subject to litigation or other legal proceedings from time to time in the ordinary course of our business, we are
not a party to any pending legal proceedings and are not aware of any material threatened legal proceeding.

MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The
following discussion of our financial condition and results of operations should be read in conjunction with our financial statements,
and notes thereto, included elsewhere in this prospectus. This discussion should not be construed to imply that the results discussed
herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual
operating results in the future.

We
provide floor plan financing for independent used car dealers based on the value of collateral (the car) as determined by us using
the automobile industry’s nationally-recognized valuation sources.

The
Company is a direct lender to dealers. Typically, the loan is a revolving line of credit collateralized by specific vehicles on
the dealer’s sales lot. Periodic inspections are made by Company personnel verifying the collateral location and value.
The advance disbursement to the dealer is calculated using our guidelines as to the value of the automobile. Typically the dealer
will also be required to personally guarantee the loan with other assets as security.

Summary
of Significant Accounting Policies –

Use
of Estimates

Management
uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual
results could differ from those estimates.

Concentrations
of Credit Risk for Cash

The
Company’s cash balances are maintained at one bank. Balances are insured by the Federal Deposit Insurance Corporation subject
to certain limitations.

Revenue
Recognition

Interest
income from floor plan financing receivable is recognized using the interest method. Accrual of income on finance receivable is
suspended when a contract is contractually delinquent for ninety days or more. The accrual is resumed when the contract becomes
contractually current and past due interest is recognized at that time.

Origination
Fees are recognized for services provided during the loan origination process at the point in time the loan is funded by the third-party
lender.

Floor
Plan Financing Receivable

Floor
plan financing receivable consists of purchased automobiles, which were assigned to the Company upon acquisition. The titles to
the automobiles, which serve as security for the payment of the purchased contracts, are held by the Company.

Floor
plan financing receivable that management has the intent and ability to hold for the foreseeable future or until maturity of payoff
are reported at their outstanding gross contractual balances, net of allowance for losses and unearned finance revenue. Unearned
finance revenue consists of unearned interest and discounts realized on contract purchases. The Company performs periodic evaluations
of the adequacy of the allowance for losses taking into consideration the past loss experience, known and inherent risks in the
portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral,
as well as recovery potential of any underlying collateral, personal guarantees and current economic conditions. Any increases
in the allowance for losses subsequent to the acquisition of the contract are charged to earnings. As of September 30, 2012, no
provision has been made.

- 18 -

Fair
Value of Financial Instruments

The
fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction
between willing parties, other than a forced sale or liquidation. Significant differences can arise between the fair value and
carrying amount of financial instruments that are recognized at historical cost amounts. The carrying value of cash and accounts
payable approximate the fair value because of the short maturity of those instruments.

inputs
to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level
2:

inputs
to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are
observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level
3:

inputs
to the valuation methodology are unobservable and significant to the fair value measurement.

Income
Taxes

The
Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under
this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and
tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
The effect of a change in tax rates on deferred tax assets and liabilities is charged to income in the period that includes the
enactment date.

Jobs
Act.

Election
to Opt Out of Transition Period. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply
with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration
statement declared effective or do not have a class of securities registered under the 1934 Act) are required to comply with the
new or revised financial accounting standard. The JOBS Act provides a company can elect to opt out of the extended transition
period and comply with the requirements that apply to non- emerging growth companies but any such an election to opt out is irrevocable.
The Company has elected not to opt out of the transition period. This election allows the Company to delay adoption of new or
revised accounting standards that have different dates for public and private companies. Therefore, as a result of this election,
our financial statements may not be comparable to companies that comply with public company effective dates.

The
preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Estimates are used in determining such items as income tax exposures, accruals, depreciable useful
lives and allowance for finance and interest receivable losses. Actual results could differ from those estimates.

Notes
to our Financial Statements included in this Registration Statement discusses of the most significant policies we apply, or intend
to apply, in preparing our financial statements, some of which are subject to alternative treatments under accounting principles
generally accepted in the United States of America.

Loan
receivables are recorded at the financed amount, minus fees, security charges and/or other deductions.

Finance
charges are computed monthly by applying the daily interest rate annualized using a 360 day year. As required under United States
Generally Accepted Accounting Standards (U.S. “GAAP”), accruals are made to the last day of the reporting period for
interest income and expenses.

The
Company recognizes finance charge and nonrefundable fee income under the guidelines of ASC 310-20, Accounting for Nonrefundable
Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases, which specifies that loan fees
and certain direct loan origination costs shall be recognized as an adjustment to yield generally by the interest method based
on the contractual terms of the loan.

- 19 -

Credit
Quality

The
following tables present certain data related to the receivables portfolio:

ACG
acquired the entire floor plan portfolio from Avangard Auto Finance, Inc. The components the portfolio of loans purchased on June
22, 2012 is comprised of:

Principal receivable

$

147,410

Interest receivable

1,773

Fees receivable

2,796

$

151,979

Results
of Operations

The
Company commenced operations June 22, 2012 with the purchase of the loan portfolio from Avangard Auto Finance, Inc. Consequently,
no comparative financial data is available. The Company’s only revenue for the short fiscal year ended June 30, 2012 was
interest and fees generated totaling $1,770. General and administrative expenses were $400 representing the cost of incorporation.

Total
revenue of $16,201 for the three month period ended September 30, 2012 reflected interest and fees from the Avangard Auto Finance
loan portfolio. General and administrative expense for the same period were $26,906 representing $5,000 for rent , $20,300 for
legal and accounting fees associated with the preparation of our registration statement on Form S-1 , and $1,606 for miscellaneous
expenses.

Liquidity
and Capital Resources

Liquidity
is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of September
30, 2012 our working capital totaled $896,665, for an increase of $733,746, or 450%, as compared to $162,919 as of June 30, 2012
primarily as a result of the receipt of $744,451 reflecting the balance due from the sale of 905,000 shares of our Series A Preferred
Convertible stock. We rely upon cash generated from our operations, unpaid services from related parties and capital raised through
equity sales to fund our floor plan financing contracts and other operating activities.

As
of September 30, 2012, the Company had cash of $650,220 and accounts payable of $10,300 and all operations have been financed
primarily with capital contributions from shareholders. We believe we have sufficient working capital to sustain our current operations
for the next 12 months.

We
are seeking to raise $29,900,000 to expand our business as set forth in the section “Use of Proceeds” in this prospectus.
In the event we do not raise the entire amount we are seeking, we will focus our expansion on auto dealer floor plan financing
and establishment of the sales and administrative aspects of these operations. We believe that we need to raise a minimum of $3,000,000
in this offering and complete $2,500,000 of floor plan financing transactions to achieve a profitable level of sustainable operations.
We expect to generate an effective yield on our floor plan loans, including all fees and interest, of approximately 30% per annum,
or $75,000 per month with total operating expenses at this level of operations of approximately $50,000 per month. In the
event we do not raise a sufficient amount of funds in this offering, we currently have no other plans to finance our proposed
expansion.

Analysis
of Cash Flows

Net
cash used in operating activities for the year ended June 30, 2012 was ($140,853). Net cash used in operating activities for the
quarter ended September 30, 2012 was ($19,927).

Net
cash used in investing activities for the quarter ended September 30, 2012 was ($95,000) from the issuance of a promissory note
to a related party on September 15, 2012, maturing in 90 days.

Net
cash provided by financing activities for the quarter ended September 30, 2012 was $744,451 from subscription received in connection
with the issuance of our Series A Convertible Preferred Stock and common stock.

Net
cash provided by financing activities for the year ended June 30, 2012 was $161,549 primarily from the issuance of our Series
A Convertible Preferred Stock and common stock.

- 20 -

Cash
Requirements

Our
ability to execute expand our operations is dependent upon receipt of proceeds from this Offering. We intend to meet our financial
needs for operations through our operations as well as the proceeds of this offering or other additional funds by equity and/or
debt financing and/or related party advances. However there is no assurance of additional funding being available.

Our
future capital requirements will depend on numerous factors, including the amount of auto dealer floor plan financing we provide
and the rate at which we expand our operations, the profitability of operations and our ability to control costs.

There
can be no assurances that we will be successful in raising capital in this Offering or additional capital via debt and/or equity
funding, or that any such transactions, if consummated, will be on terms favorable to us. In the event that additional capital
is not obtained from other sources, it may become necessary to alter expansion plans or otherwise abandon certain ventures. Our
need to raise additional funds in order to fund expansion and operate our business through the issuance of equity or convertible
debt securities will result in the reduction of the percentage ownership of our stockholders , and additional dilution that will
result from the issuance of such securities.

We
do not currently have any contractual restrictions on our ability to incur debt and, accordingly we could incur significant amounts
of indebtedness to finance operations. Any such indebtedness could contain covenants which would restrict our operations.

Capital
Resources.

As
of June 30, 2012 we had a cash balance of $20,696. Subsequent to year end, in August 2012 the Company received the balance of
the Series A Convertible Preferred Stock Subscription Agreement of $744,451.

On
September 15, 2012, the Company entered into an agreement with a S&A Capital Limited, a related party. S&A Capital Limited
signed a promissory note maturing 90 days from origination for $95,000. The note carries a 5% annual interest rate and no pre-payment
penalty. The promissory note and accrued interest was paid in full on November 9, 2012.

Off-Balance
Sheet Arrangements.

We
currently do not have any off-balance sheet arrangements

Income
Taxes

The
Company has no tax liability, current or deferred as of September 30, 2012.

Market
Risk

The
Company is exposed primarily to market risks associated with movements in interest rates.

Interest
Rate Risk

The
Company has no debt that could expose the Company to risks associated with increases in interest rates.

- 21 -

MANAGEMENT

Directors
and Executive Officers

The
following table sets forth the name, age and position of each person who is a director or executive as of the filing of this registration
statement.

Board of Directors

Name

Age

Position

Alan Gulko

43

President, Chief Executive Officer and Director

Simon Friedman

65

Secretary and Director

Our
directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until
removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until
removed by the board. All officers and directors listed above will remain in office until the next annual meeting of our stockholders,
and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors.
We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses
incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Our Board of Directors
appoints officers annually and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing
committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses
related to their activities.

Alan
Gulko

Mr.
Gulko has served as our CEO and as a Director since our inception in June 2012. Since 2009 Mr. Gulko has been the CEO of Avangard
Financial Group, Inc. which was engaged in the purchase and servicing of retail installment sales contracts and is currently winding
down its operations with the assistance of Mr. Gulko on a limited basis. From 2003 to 2009 Mr. Gulko served as President and was
an Independent Owner of Boulevard Furniture, Inc., a retail furniture store serving moderate-income customers offering credit
and affordable payments in an executive role at Boulevard Furniture, Inc. From 1993 to 2000, Mr. Gulko was a sales and marketing
manager with Sophistikids, Inc., a retailer of children’s fashion clothing. Mr. Gulko received a BBA degree from Temple
University in International Finance in 1991.

Simon
Friedman

Mr.
Friedman has served as our corporate secretary and as a Director since our inception in June 2012 and assists Mr. Gulko in strategic
planning. From 1983 to 1992 and since 1999, Mr. Friedman has been the President of Joseph Friedman & Sons, a family run cigarette
distribution business and the founder and general manager of Freidman Financial Group, LLC which provides business consulting
and advisory services related to the Former Soviet Union. From 1992 to 1998 Mr. Friedman was the general manager of operations
in Ukraine for British American Tobacco, an importer, wholesale distributor of cigarettes and other tobacco products. From 1979
to 1982, Mr. Friedman was a Manager of Estimating and Planning for Lavelle Aircraft Company in Philadelphia, Pennsylvania. In
1979 Mr. Friedman immigrated to the United States. Mr. Friedman holds degrees in civil and aeronautical engineering from the College
of Construction Engineering of Arvno, Ukraine, received in 1968 and 1978. His entrepreneurial business activities began in 1983
with the first purchase of a cigarette business. In April, 2006 Mr. Friedman entered into the automobile financing business.

Corporate
Governance

Committees
of our Board of Directors

As
none of our Board of Directors are independent, our full Board of Directors acts as the Audit Committee. The Audit Committee reviews
our accounting, auditing, financial reporting, and internal control functions and selects our independent auditors.

The
Board does not have standing compensation or nominating committees. The Board does not believe compensation or nominating committee
is necessary based on the size of the Company, the current levels of compensation to corporate officers and the beneficial ownership
by two shareholders of more than 80% of the Company’s outstanding common stock. The Board will consider establishing compensation
and nominating committees at the appropriate time.

The
entire Board of Directors participates in the consideration of compensation issues and of director nominees. To date, the Board
of Directors has not formally established any criteria for Board membership. Candidates for director nominees are reviewed in
the context of the current composition of the Board and the Company’s operating requirements and the long-term interests
of its stockholders. In conducting this assessment, the Board of Directors considers skills, diversity, age, and such other factors
as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and
capability.

- 22 -

The
Board’s process for identifying and evaluating nominees for director, including nominees recommended by stockholders, will
involve compiling names of potentially eligible candidates, conducting background and reference checks, conducting interviews
with the candidate and others (as schedules permit), meeting to consider and approve the final candidates and, as appropriate,
preparing an analysis with regard to particular recommended candidates.

EXECUTIVE
COMPENSATION

The
following table sets forth the compensation on an annualized basis for the year ending June 30, 2012 that will be earned by our
named executive officers.

The
following table summarizes all compensation recorded by us in 2012 for our principal executive officer, each other executive officer
serving as such whose annual compensation exceeded $100,000, and up to two additional individuals for whom disclosure would have
been made in this table but for the fact that the individual was not serving as an executive officer of our company at December
31, 2011.

Summary Compensation Table

Annual
Compensation

Long-Term
Compensation

Name and
Principal Position

Year

Salary($)

Bonus($)

Other
AnnualCompensation($)

RestrictedStockAwards($)

SecuritiesUnderlyingOptions(#)

LTIPPayouts($)

All
OtherCompensation($)

Alan Gulko

2012

—

—

—

—

—

—

—

How
our Chief Executive Officer’s compensation is determined

Mr.
Gulko is not a party to an employment agreement with us and is currently providing services to our company without compensation.
Mr. Gulko’s compensation is determined by our Board of Directors, of which he is a member, and is based upon a number of
factors including the scope of his duties and responsibilities and the time devoted to our business. Such deliberations are not
arms-length. We did not consult with any experts or other third parties in fixing the amount of Mr. Gulko’s compensation.
The amount of compensation payable to Mr. Gulko can be increased at any time upon the determination of our Board of Directors.

Employment
Agreements

We
have not entered into employment agreements with any of our executive officers.

Director
Compensation

We
have not established standard compensation arrangements for our directors and the compensation payable to each individual for
their service on our Board is determined from time to time by our Board of Directors based upon the amount of time expended by
each of the directors on our behalf. All directors are reimbursed for travel and other out-of-pocket expenses incurred in connection
with attendance at meetings of the Board of Directors.

No
compensation was paid to our Directors during the fiscal year ended June 30, 2012.

Director
Independence

Our
Board of Directors has determined that none of our directors is independent as defined under the rules and guidelines of the NYSE.

- 23 -

PRINCIPAL
STOCKHOLDERS

The
following table sets forth certain information regarding beneficial ownership of our common stock as of December 31, 2012, by
(i) each person known by us to be the beneficial owner of more than five percent of our outstanding common stock, (ii) each director
and each of our executive officers included in the Summary Compensation Table and (iii) all executive officers and directors as
a group.

The
number of shares beneficially owned is determined under rules promulgated by the SEC and the information is not necessarily indicative
of beneficial ownership for any other purpose. The definition of beneficial ownership for proxy statement purposes includes shares
over which a person has sole or shared voting power or dispositive power, whether or not a person has any economic interest in
the shares. The definition also includes shares that a person has a right to acquire currently or within 60 days of December 31,
2012. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or
indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting
power and investment power (or shares that power with that person’s spouse) with respect to all shares of common stock listed
as owned by that person or entity. Unless otherwise indicated, the business address of each person listed is 2708 Commerce Way,
Philadelphia, PA 19154.

Name and Address of Beneficial Owner

Shares Beneficially
Owned Prior to the Offering

Percent of Class
Prior to the Offering(1)

Shares Beneficially
Owned After the Offering(2)

Percent of Class
After the Offering(1)

Alan Gulko (3)

5,044,711

39.7

%

5,044,711

15.4

%

Simon Friedman (4)

7,670,289

60.3

%

7,670,289

23.4

%

All Officers and Directors as a Group (2 persons)

12,715,000

100

%

12,715,000

38.9

%

Friedman Financial Group, LLC (5)

7,670,289

60.3

%

7,670,289

23.4

%

DJS Investments, LLC (6)

5,044,711

39.7

%

5,044,711

15.4

(1)

Based
on
12,715,000
shares
outstanding
which
includes
10,000,000
shares
of
common
stock
outstanding
prior
to
the
offering,
2,715,000
shares
of
our
common
stock
giving
effect
to
the
conversion
of
the
905,000
shares
of
Series
A
Convertible
Preferred
Stock
currently
outstanding
and
excludes
the
exercise
of
the
5,000,000
Warrants
included
in
this
offering.

(2)

Based
on
32,715,000
shares
which
includes
10,000,000
shares
of
common
stock
outstanding
prior
to
the
offering,
2,715,000
shares
of
our
common
stock
giving
effect
to
the
conversion
of
the
905,000
shares
of
Series
A
Convertible
Preferred
Stock
currently
outstanding,
20,000,000
shares
of
common
stock
included
the
5,000,000
Units
in
this
offering
(assuming
all
Units
including
in
this
offering
are
sold)
and
excludes
the
exercise
of
the
5,000,000
Warrants
included
in
this
offering.

(3)

The
number
of
shares
owned
by
Mr.
Gulko,
our
CEO
and
a
Director,
includes
4,900,000
shares
of
common
stock
held
of
record
by
DJS
Investments,
LLC
and
144,711
shares
of
common
stock
giving
effect
to
the
conversion
of
the
48,237
shares
of
Series
A
Convertible
Preferred
Stock
currently
outstanding
and
owned
by
DJS
Investments,
LLC
as
such
shares
have
voting
rights.

(4)

The
number
of
shares
owned
by
Mr.
Friedman,
our
corporate
secretary
and
a
Director,
includes
5,100,000
shares
of
common
stock
held
of
record
by
Friedman
Financial
Group,
LLC
and
2,570,289
shares
of
common
stock
giving
effect
to
the
conversion
of
the
856,763
shares
of
Series
A
Convertible
Preferred
Stock
currently
outstanding
and
owned
by
Freidman
Financial
Group,
LLC
as
such
shares
have
voting
rights.

(5)

The
number
of
shares
owned
by
Friedman
Financial
Group,
LLC
includes
5,100,000
shares
of
common
stock
held
of
record
and
2,570,289
shares
of
common
stock
giving
effect
to
the
conversion
of
the
856,763
shares
of
Series
A
Convertible
Preferred
Stock
currently
outstanding
and
owned
by
Freidman
Financial
Group,
LLC
as
such
shares
have
voting
rights.
Mr.
Friedman
has
voting
and
dispositive
control
over
securities
held
by
Friedman
Financial
Group,
LLC.

(6)

The
number
of
shares
owned
by
DGS
Investments,
LLC
includes
4,900,000
shares
of
common
stock
held
of
record
and
144,711
shares
of
common
stock
giving
effect
to
the
conversion
of
the
48,237
shares
of
Series
A
Convertible
Preferred
Stock
currently
outstanding
and
owned
by
DJS
Investments,
LLC
as
such
shares
have
voting
rights.
Mr.
Gulko
has
voting
and
dispositive
control
over
securities
held
by
DGS
Investments,
LLC
which
is
located
at
3439
Colonial
Circle,
Huntingdon
Valley,
PA
19006.

- 24 -

CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS

List
of Related Parties

We
have specified the following persons and entities as related parties:

S&A
Capital
Limited,
a
company
owned
or
controlled
by
Mr.
Gulko
and
Mr.
Friedman.

Related
Party Transactions

The
Company acquired the entire floor plan portfolio from AAF on June 22, 2012 for $151,979, which represented the face value of
the contracts plus accrued interest and fees at that time. AAF is owned 60% by Friedman Financial and 40% by DJS Investments.

The
Company leases approximately 2,000 of office space from Commerce Way at a monthly rental of $2,500 on a month to month basis.

Officers
of the Company provide certain administrative services at no charge.

On
September 15, 2012, the Company entered into an agreement with a S&A Capital Limited. S&A Capital Limited signed a promissory
note maturing 90 days from origination for $95,000. The note carries a 5% annual interest rate and no pre-payment penalty. The
note and accrued interest was paid on November 9, 2012.

Company
History

Simon
Friedman and Alan Gulko would be deemed to be “promoters” of the Company under the rules and regulations promulgated
by the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended. Mr. Friedman immigrated to the United States in 1979 and has established a successful cigarette distribution and other
businesses over this time frame. He remains involved in the activities of Friedman Financial that he formed in 2006, Joseph Friedman
& Sons, the cigarette distribution business, and other consulting and advisory activities related to the Former Soviet Union.
Mr. Friedman holds degrees in civil and aeronautical engineering from the College of Construction Engineering of Arvno, Ukraine,
received in 1968 and 1978, and was first employed by Lavelle Aircraft Company in Philadelphia as Manager of Estimating and Planning
from 1979 to 1982. His entrepreneurial business activities began in 1983 with the first purchase of a cigarette business. In April,
2006 Mr. Friedman entered into the automobile financing business.

Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

- 25 -

PLAN
OF DISTRIBUTION

The
Units will be offered on a direct primary, a self-underwritten basis (that is without the use of a broker-dealer) by the Company
during the Offering Period as defined below to a maximum number of 5,000,000 Units by Alan Gulko, our President and Chief Executive
Officer and Simon Friedman, a director of the Company both of whom may be considered an underwriter. During the Offering Period,
Units will be sold at the $6.00 offering price. Presently, the officers who will conduct the offering will sell the shares and
intend to offer them to friends, family members and business acquaintances.

The
officers and directors will not register as broker-dealers pursuant to Section 15 of the Securities Exchange Act of 1934 (“Exchange
Act”) in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may
participate in the offering of the issuer’s securities and not be deemed to be a broker-dealer.

a.

Neither
our
officers
or
our
directors
are
subject
to
a
statutory
disqualification,
as
that
term
is
defined
in
Section
3(a)(39)
of
the
Act,
at
the
time
of
his
or
her
participation;
and,

b.

Neither
our
officers
or
directors
will
be
compensated
in
connection
with
their
participation
by
the
payment
of
commissions
or
other
remuneration
based
either
directly
or
indirectly
on
transactions
in
securities;
and

c.

Neither
our
officers
or
directors
are,
nor
will
be
at
the
time
of
their
participation
in
the
offering,
an
associated
person
of
a
broker-dealer;
and

d.

All
our
officers
and
directors
meet
the
conditions
of
paragraph
(a)(4)(ii)
of
Rule
3a4-1
of
the
Exchange
Act,
in
that
each
(A)
primarily
performs,
or
is
intended
primarily
to
perform
at
the
end
of
the
offering,
substantial
duties
for
or
on
behalf
of
our
Company,
other
than
in
connection
with
transactions
in
securities;
and
(B)
are
not
a
broker
or
dealer,
or
been
an
associated
person
of
a
broker
or
dealer,
within
the
preceding
twelve
months;
and
(C)
have
not
participated
in
selling
and
offering
securities
for
any
issuer
more
than
once
every
twelve
months
other
than
in
reliance
on
Paragraphs
(a)(4)(i)
or
(a)(4)(iii).

Our
officers, directors, control persons and affiliates of same do not intend to purchase any shares in this Offering.

The
Offering Period will be up to six (6) months from the date of this prospectus unless the offering is fully subscribed before such
date or we decide to terminate the offering prior to such date. In either event, the offering may be closed without further notice
to you. Units having as an aggregate selling price of $30,000,000 are being offered pursuant to this Registration Statement. This
offering may be extended for additional periods, once the initial offering Period is concluded, which in the aggregate will not
exceed 12 months from the date of this prospectus. If any change to the specific $6.00 per Unit offering price were to occur,
any new offering (including a reconfirmation offering) may only be made by means of a post-effective amendment to the prospectus
and associated Registration Statement filed with the SEC.

The
offering is expected to continue during the Offering Period at the Company’s $6.00 per Unit offering price. Subject to pertinent
securities requirements, if the offering is extended, the Company expects to update periodically the prospectus after its six
(6) month offering. In no case will this Offering extend for more than one (1) year from the date of this prospectus nor will
more than $30,000,000 be raised by the Company under this current Registration Statement. There is no minimum number of Units
that we must sell in order to accept funds and consummate investor purchases. There is no minimum number of Units required to
be purchased, and subscriptions, once received and accepted, are irrevocable.

Subscription
Procedure

In
order to purchase Units:

1)

An
investor
must
complete
and
execute
a
copy
of
the
Unit
Subscription
Agreement
(hereafter
the
“Unit
Subscription
Agreement”)
(Exhibit
4. 6 ).

2)

Checks
(which
should
be
at
least
$ 6.00 )
should
be
made
payable
as
follows:
Avangard
Capital
Group,
Inc.

3)

The
check
and
the
Unit
Subscription
Agreement
should
be
mailed
or
delivered
to
the
Company.

All
monies remitted by subscribers will not be escrowed, but will be deposited directly in a Company special account for this offering.
Such funds will be available for immediate use by the Company. (See “Application of Proceeds.”) Our transfer
agent, Interwest Transfer Company, Inc., will issue common stock and warrants subscribed for in this offering promptly after we
accept subscriptions from investors. Securities purchase by investors in this offering will remain outstanding upon its termination
regardless of the number of Units subscribed for.

Erisa
Considerations

Persons
who contemplate purchasing Units on behalf of Qualified Plans are urged to consult with tax and ERISA counsel regarding the effect
of such purchase and, further, to determine that such a purchase will not result in a prohibited transaction under ERISA, the
Code or a violation of some other provision of ERISA, the Code or other applicable law. The management and the Company necessarily
will rely on such determination made by such persons, although no Units will be sold to any Qualified Plans if management believes
that such sale will result in a prohibited transaction under ERISA or the Code.

- 26 -

DESCRIPTION
OF SECURITIES

General

We
were incorporated in Nevada on June 13, 2012. On October 11, 2012 we amended out articles of incorporation such that we now have
authorized: (i) 1,000,000,000 shares of common stock, $.0001 par value per share and (ii) 300,000,000 shares of preferred stock,
of which 150,000,000 are designated Series A Convertible Preferred stock and 150,000,000 are designated “blank check”
preferred stock.

As
of June 30, 2012, we have outstanding 10,000,000 shares of common stock and 905,000 shares of Series A Convertible Preferred stock.

The
Units being offered by this prospectus each consist of four shares of common stock, $0.0001 par value (a “Share”)
and one redeemable common stock warrant (a “Warrant”). The Shares and the Warrants may be traded and quoted separately
on the 30th day after the date of this prospectus. Once the Shares and Warrants begin separate trading, we cannot assure
you that our securities will be quoted or in what market, or, if quoted, will continue to be quoted.

Common
Stock

Holders
of our common stock are entitled to one vote for each share on all matters to be voted on by our stockholders. Holders of our
common stock do not have any cumulative-voting rights. Common stockholders are entitled to share ratably in any dividends that
may be declared from time to time on the common stock by our board of directors from funds legally available therefrom. Holders
of common stock do not have any preemptive right to purchase shares of common stock. There are no conversion rights or sinking-fund
provisions for or applicable to our common stock.

Preferred
Stock

Our
Board of Directors is authorized, subject to any limitations prescribed by law, without further vote or action by our stockholders,
to issue from time to time shares of preferred stock in one or more series. Each series of preferred stock will have such number
of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined
by our Board of Directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion
rights and preemptive rights.

Our
Articles of Incorporation, as amended on October 11, 2012 authorizes the issuance of up to 300,000,000 shares of “blank
check” preferred stock with designations, rights and preferences as may be determined from time to time by our board of
directors. Also on October 11, 2012, we filed a Certificate of Designation of Series A Convertible Preferred Stock with the Secretary
of State of the State of Nevada to designate and authorize the issuance of up to 150,000,000 shares of Series A Convertible Preferred
Stock.

Series
A Convertible Preferred Stock

The
terms of the Series A Convertible Preferred Stock, set forth in our Articles of Incorporation, provide that each share of Series
A Convertible Preferred Stock is entitled to receive cumulative annual dividends at the rate of 4.5% per year. Each share of Series
A Convertible Preferred Stock is convertible into three (3) shares of our Common Stock, and the holder thereof is entitled to
vote shares of Series A Convertible Preferred Stock held as common stock in accordance with the number of shares of common stock
into which such preferred shares are convertible. The shares of Series A Convertible Preferred Stock are entitled to receive prior
and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of common stock and
any other series or class of preferred stock which is junior to the Series A Convertible Preferred Stock, the sum of $1.00 per
share of Series A Convertible Preferred Stock, plus accrued dividends. The number of shares of our common stock into which each
share of our Series A Convertible Preferred Stock is convertible shall be proportional adjusted in the event of stock splits,
stock dividends and similar corporate events.

- 27 -

Dividend
Policy

The
Company has never paid a cash dividend on its common stock and does not anticipate paying dividends in the foreseeable future.
It is the present policy of the Company’s Board of Directors to retain earnings, if any, to finance the expansion of the
Company’s business. The payment of dividends in the future will depend on the results of operations, financial condition,
capital expenditure plans and other cash obligations of the Company and will be at the sole discretion of the Board of Directors.

Warrants

For
each four shares of common stock purchased in this offering, purchasers will receive one Warrant to purchase one share of common
stock at a price of 133% of the public offering price of the Units per share price, subject to adjustment as discussed below,
at any time after the closing of this offering. The Warrants will expire at 5:00 p.m., Philadelphia, Pennsylvania time, three
years from the effective date of this offering, or earlier upon redemption.

We
may redeem the outstanding Warrants at a price of $0.0001 per Warrant at any time upon a minimum 30 days prior written
notice of redemption and if, and only if, the last sales price of our common stock equals or exceeds 150% of the Warrant exercise
price, subject to adjustment, for a period of ten consecutive trading days. If the foregoing conditions are satisfied and we call
the Warrants for redemption, each Warrant holder shall then be entitled to exercise his or her Warrant prior to the date scheduled
for redemption.

The
number of shares of our common stock which are subject to the Warrants is subject to proportional adjustment in the event of stock
splits, stock dividends and similar corporate events.

The
Warrants will be issued in registered form under a warrant agreement between Interwest Transfer Company, Inc. as warrant agent,
and us. You should review a copy of the warrant agreement, which has been filed as an exhibit to the registration statement of
which this prospectus is a part, for a complete description of the terms and conditions applicable to the Warrants.

The
exercise price and number of shares of common stock issuable on exercise of the Warrants may be adjusted in certain circumstances
including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation.

The
Warrants may be exercised upon surrender of the Warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the Warrant certificate completed and executed as indicated, accompanied
by full payment of the exercise price, by certified check payable to us, for the number of Warrants being exercised. The Warrant
holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their Warrants
and receive shares of common stock. After the issuance of shares of common stock upon exercise of the Warrants, each holder will
be entitled to one vote for each share held on record on all matters to be voted on by shareholders.

No
Warrants will be exercisable and we will not be obligated to issue shares of common stock unless at the time a holder seeks to
exercise such Warrant, a prospectus relating to the common stock issuable upon exercise of the Warrants is current and the common
stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder
of the Warrants. In addition, holders of the Warrants are not entitled to net cash settlement and the Warrants may only be settled
by delivery of shares of our common stock and not cash. Under the terms of the warrant agreement, we have agreed to use our best
efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the
Warrants until the expiration of the Warrants. However, we cannot assure you that we will be able to do so and, if we do not maintain
a current prospectus relating to the common stock issuable upon exercise of the Warrants, holders will be unable to exercise their
Warrants and we will not be required to settle any such Warrant exercise. If the prospectus relating to the common stock issuable
upon the exercise of the Warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions
in which the holders of the Warrants reside, the Warrants may have no value, the market for the Warrants may be limited and the
Warrants may expire worthless. We have agreed, however, to extend the exercise period of the Warrants if the prospectus relating
to the common stock issuable upon the exercise of the Warrants is not current at the expiration date. The Warrant holders will
have a 30 day period to exercise the Warrants upon effectiveness of a registration statement relating to the common stock issuable
upon the exercise of the Warrants.

No
fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled
to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares
of common stock to be issued to the Warrant holder.

- 28 -

SHARES
ELIGIBLE FOR FUTURE SALE

Rule
144

Rule
144 under the Securities Act provides an exemption from the registration requirements of the Securities Act for resales of “restricted
securities,” which are securities that have been acquired from the issuer of the securities or an affiliate of the issuer
in a transaction or chain of transactions not involving a public offering, and for resales of any securities held by an affiliate
of the issuer.

In
general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated), including an affiliate, who
beneficially owns restricted securities of a reporting company may not sell these securities until the person has beneficially
owned them for at least six months. Thereafter, affiliates may sell those securities, but only if they comply with certain restrictions
relating to the manner of sale, the availability of current public information about the reporting company, and the filing of
a notice of sale. In addition, under Rule 144, affiliates may not sell within any three-month period a number of shares in excess
of the greater of:

●

1%
of
the
total
number
of
securities
of
the
same
class
then
outstanding
(approximately
30,000,000
shares
of
common
stock
immediately
after
this
offering
assuming
all
Shares
are
sold
and
shares
of
common
stock
are
separated
from
the
Units);
and

●

the
average
weekly
trading
volume
of
such
securities
as
reported
through
the
automated
quotation
system
during
the
four
calendar
weeks
preceding
the
date
on
which
notice
of
the
sale
is
filed
with
the
SEC.

Persons
not deemed to be affiliates of the reporting company who have beneficially owned the restricted securities for at least six months
but for less than one year may sell these securities, provided that the reporting company is current in its Exchange Act filings.
After beneficially owning restricted securities for one year, a non-affiliate of the reporting company may engage in unlimited
resales of such securities.

Shares

Thirty
days after the close of this offering, the Units issued in the offering, and pursuant to the automatic conversion of certain securities
at the time of the offering, will become separable into shares of common stock and Warrants. Assuming that all such Units separate
as of 30 days after the closing of the offering, there will be approximately 30,000,000 shares of our common stock outstanding,
based upon the number of shares of common stock outstanding on October 19, 2012, and warrants to acquire and additional 5,000,000
shares of common stock at $2.00 per share.

Of
these securities, a maximum of 20,000,000 shares of our common stock outstanding after the offering will be freely tradable without
restriction under the Securities Act, except that any securities held by our affiliates, as that term is defined in Rule 144 under
the Securities Act, must generally be sold in compliance with the limitations of Rule 144 described above.

All
of the remaining 10,000,000 shares of our common stock outstanding upon the closing of the offering will be subject to transfer
restrictions either as restricted securities under Rule 144, if they were issued in private transactions not involving a public
offering.

Warrants

We
currently have no warrants outstanding. Thirty days after the close of this offering, assuming that all Units are sold and the
Units separate into shares of common stock and Warrants, we will have warrants to purchase 5,000,000 shares of common stock outstanding
and 5,000,000 shares of common stock reserved for issuance upon exercise of the Warrants. See, “Description of Securities
– Warrants”.

LEGAL
MATTERS

The
validity of the securities offered hereby will be passed upon for us by Legal & Compliance, LLC, West Palm Beach, FL.

EXPERTS

The
financial statements of Avangard Capital Group, Inc. as of September 30, 2012 and the period from June 13, 2012 (inception) through
June 30, 2012, included in this prospectus, have been included herein in reliance on the report by Friedman LLP our independent
public accounting firm, given on the authority that the firm are experts in accounting and auditing.

COMMISSION’S
POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the company pursuant to any provisions contained in its Articles of Incorporation, Bylaws, or otherwise, the Company
has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the Company will, unless in the opinion of the Company’s legal counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification
is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

- 29 -

WHERE
YOU CAN FIND MORE INFORMATION

We
are subject to informational filing requirements of the U.S. Securities Exchange Act of 1934, as amended, and its rules and regulations.
This means that we will file reports and other information with the U.S. Securities and Exchange Commission. You can inspect and
copy this information at the Public Reference Facility maintained by the SEC at Judiciary Plaza, 100 F Street, N.E. Washington
D.C. 20549. You can receive additional information about the operation of the SEC’s Public Reference Facilities by calling
the SEC at 1-800-SEC-0330. The SEC maintains a Web site that will contain the reports and other information that we file electronically
with the Commission and the address of that website is http://www.sec.gov. Statements contained in this prospectus as to
the intent of any contract or other document referred to are not necessarily complete, and, in each instance, reference is made
to the copy of the particular contract or other document filed as an exhibit to this registration statement, each statement being
qualified in all respects by this reference.

This
prospectus is part of a registration statement we filed with the SEC. You should rely only on the information or representations
provided in this prospectus. We have not authorized anyone to provide you with any information other than that provided in this
prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities
in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of
any date other than the date on the front of the document.

Net loss per share attributable to common stockholders
- basic and diluted

(0.00

)

Weighted average number of common shares used
in computation - basic and diluted

10,000,000

See notes to financial statements.

F-3

AVANGARD
CAPITAL GROUP, INC.

STATEMENT OF STOCKHOLDERS’
EQUITY

FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2012

(Unaudited)

Preferred
Stock

Common
Stock

Additional Paid

Retained

Total

Shares

Amount

Shares

Amount

in
Capital

Earnings

Subscriptions

Stockholders’ Equity

Balance,
June 30, 2012

905,000

$

90

10,000,000

$

1,000

$

904,910

$

1,370

$

(744,451

)

$

162,919

Subscription
received

-

-

-

-

-

-

744,451

744,451

Net
loss

-

-

-

-

-

(10,705

)

-

(10,705

)

Balance,
September 30, 2012

905,000

$

90

10,000,000

$

1,000

$

904,910

$

(9,335

)

$

-

$

896,665

See notes to financial statements.

F-4

AVANGARD
CAPITAL GROUP, INC.

STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2012

(Unaudited)

Cash flows from operating activities

Net loss

$

(10,705

)

Adjustments to reconcile net income
to net cash used in operating activities

Changes in assets and liabilities

Floor plan financing receivable

(14,510

)

Fees receivable

(2,589

)

Interest receivable

(2,023

)

Accounts
payable

9,900

Net cash
used in operating activities

(19,927

)

Cash flows from investing activities

Bridge loan
receivable

(95,000

)

Net cash
used in investing activities

(95,000

)

Cash flows from financing activities

Subscription
received

744,451

Net cash
provided by financing activities

744,451

Net increase in cash

629,524

Cash, beginning of period

20,696

Cash, end of period

$

650,220

See notes to financial statements.

F-5

AVANGARD
CAPITAL GROUP, INC.

NOTES
TO FINANCIAL STATEMENTS (Unaudited)

1
– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description
of Business

Avangard
Capital Group, Inc. (“ACG” and the “Company”) was incorporated on June 13, 2012 under the laws of the
State of Nevada. The Company’s executive offices are located in Philadelphia, Pennsylvania.

ACG
is a finance company that provides floor plan financing for independent used car dealers. ACG operates in the states of New Jersey,
Pennsylvania, and Florida.

Use
of Estimates

Management
uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual
results could differ from those estimates.

Concentrations
of Credit Risk for Cash

The
Company’s cash balances are maintained at one bank. Balances are insured by the Federal Deposit Insurance Corporation subject
to certain limitations.

Revenue
Recognition

Interest
income from floor plan financing receivable is recognized using the interest method. Accrual of income on finance receivable is
suspended when a contract is contractually delinquent for ninety days or more. The accrual is resumed when the contract becomes
contractually current and past due interest is recognized at that time.

Origination
Fees are recognized for services provided during the loan origination process at the point in time the loan is funded by the third-party
lender.

Floor
Plan Financing Receivable

Floor
plan financing receivable consists of purchased automobiles, which were assigned to the Company upon acquisition. The titles to
the automobiles, which serve as security for the payment of the purchased contracts, are held by the Company.

Floor
plan financing receivable that management has the intent and ability to hold for the foreseeable future or until maturity of payoff
are reported at their outstanding gross contractual balances, net of allowance for losses and unearned finance revenue. Unearned
finance revenue consists of unearned interest and discounts realized on contract purchases.

F-6

1
– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Floor
Plan Financing Receivable (Continued)

The
Company performs periodic evaluations of the adequacy of the allowance for losses taking into consideration the past loss experience,
known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, the estimated value
of any underlying collateral, as well as recovery potential of any underlying collateral, personal guarantees and current economic
conditions. Any increases in the allowance for losses subsequent to the acquisition of the contract are charged to earnings. As
of September 30, 2012, no provision has been made.

Fair
Value of Financial Instruments

The
fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction
between willing parties, other than a forced sale or liquidation. Significant differences can arise between the fair value and
carrying amount of financial instruments that are recognized at historical cost amounts. The carrying value of cash, floor plan
financing receivable, bridge loan receivable and accounts payable approximate the fair value because of the short maturity of
those instruments.

Level
1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level
2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs
that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial
instrument.

Level
3: inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Income
Taxes

No
provision has been made for federal and state income taxes at September 30, 2012.

F-7

1
– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Subsequent
Events

These
financial statements were approved by management and available for issuance on December 21, 2012. Management has evaluated subsequent
events through this date.

2
– COMMON AND PREFERRED STOCK

The
Company is authorized to issue 1,000,000,000 shares of $0.0001 par value common stock of which 10,000,000 shares have been issued
and outstanding, designated as Class A at September 30, 2012. These shares were issued to Friedman Financial Group, Inc. and DJS
Investments, LLC at par value for total consideration of $1,000 at June 13, 2012.

The
Company is authorized to issue 300,000,000 shares of $0.0001 par value Convertible Preferred Stock Series A of which 905,000 shares
have been issued and outstanding at September 30, 2012. These shares were issued to Friedman Financial Group, Inc. and DJS Investments,
LLC at $1.00 for total consideration of $905,000 at June 13, 2012. The holders of the Convertible Preferred Stock Series A shall
be entitled to receive a dividend payment of $0.045 per share, payable only and when the Board of Directors should declare such
dividends. No dividends were declared for the quarter ended September 30, 2012. Preferred shares have a liquidation preference
of $1.00 per share. Each share of preferred stock shall have the number of votes represented by the number of shares of the Company’s
Class A common stock. The outstanding Convertible Preferred Stock Series A contains a convertible feature whereby one share of
Convertible Preferred Stock Series A is convertible to three shares of common stock. As of September 30, 2012 there have been
no conversions. Holders of the Convertible Preferred Stock Series A shall be entitled to receive out of the assets of the Company
available for distribution to stockholders, before any payment or distribution shall be made on the common stock.

3
– NET LOSS PER SHARE

Basic
net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period.
The Company’s potential dilutive shares, which include convertible preferred shares, have not been included in the computation
of diluted net loss per share as the result would be antidilutive. Such potentially dilutive shares are excluded when the effect
would be to reduce net loss per share. Because the Company reported a net loss for the quarter ended September 30, 2012, all potential
common shares have been excluded from the computation of the dilutive net loss per share for the period presented because the
effect would have been antidilutive. Such potential common shares consist of the following:

September 30, 2012

Convertible preferred shares

2,715,000

F-8

4
– RELATED PARTY TRANSACTIONS

The
Company entered into a lease agreement, for office space with Commerce Way, LLC (“CWL”). CWL is owned by DJS Investments,
LLC and SELF, LP. SELF, LP is a shareholder of Friedman Financial Group, who owns 51% of the Company. The lease requires monthly
payments of $2,500 on a month to month basis. No security deposit was required. Rent expense for the quarter ended September 30,
2012 was $5,000.

The
Company issued a promissory note to a related party on September 15, 2012, maturing in 90 days for $95,000. The note carries a
5% annual interest rate and was repaid on November 9, 2012.

Officers
and related parties of the Company provide certain administrative expenses at no charge.

We
have audited the accompanying balance sheet of Avangard Capital Group, Inc. (the “Company”) as of June 30, 2012,
and the related statements of income, stockholders’ equity, and cash flows for the period from June 13, 2012 (inception)
through June 30, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Avangard
Capital Group, Inc. as of June 30, 2012, and the results of its operations and its cash flows for the period from June 13,
2012 (inception) through June 30, 2012 in conformity with accounting principles generally accepted in the United States of America.

Adjustments to reconcile net income to net cash used in operating activities

Changes in assets and liabilities

Acquisition of floor plan portfolio

(151,979

)

Floor plan financing receivable

11,089

Fees receivable

(1,123

)

Interest receivable

(610

)

Accounts payable

400

Net cash used in operating activities

(140,853

)

Cash flows from financing activities

Issuance of preferred and common stock

161,549

Net cash provided by investing activities

161,549

Net increase in cash

20,696

Cash, beginning of period

—

Cash, end of period

$

20,696

See
notes to financial statements.

F-15

AVANGARD
CAPITAL GROUP, INC.

NOTES
TO FINANCIAL STATEMENTS

1
– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description
of Business

Avangard
Capital Group, Inc. (“ACG” and the “Company”) was incorporated on June 13, 2012 under the laws of
the State of Nevada. The Company’s executive offices are located in Philadelphia, Pennsylvania.

ACG
is a finance company that provides floor plan financing for independent used car dealers. ACG operates in the states of New Jersey,
Pennsylvania, and Florida.

Use
of Estimates

Management
uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual
results could differ from those estimates.

Concentrations
of Credit Risk for Cash

The
Company’s cash balances are maintained at one bank. Balances are insured by the Federal Deposit Insurance Corporation subject
to certain limitations.

Revenue
Recognition

Interest
income from floor plan financing receivable is recognized using the interest method. Accrual of income on finance receivable is
suspended when a contract is contractually delinquent for ninety days or more. The accrual is resumed when the contract becomes
contractually current and past due interest is recognized at that time.

Origination
Fees are recognized for services provided during the loan origination process at the point in time the loan is funded by the third-party
lender.

Floor
Plan Financing Receivable

Floor
plan financing receivable consists of purchased automobiles, which were assigned to the Company upon acquisition. The titles to
the automobiles, which serve as security for the payment of the purchased contracts, are held by the Company.

Floor
plan financing receivable that management has the intent and ability to hold for the foreseeable future or until maturity of payoff
are reported at their outstanding gross contractual balances, net of allowance for losses and unearned finance revenue. Unearned
finance revenue consists of unearned interest and discounts realized on contract purchases.

The
Company performs periodic evaluations of the adequacy of the allowance for losses taking into consideration the past loss experience,
known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated
value of any underlying collateral, as well as recovery potential of any underlying collateral, personal guarantees and current
economic conditions. Any increases in the allowance for losses subsequent to the acquisition of the contract are charged to earnings.
As of June 30, 2012, no provision has been made.

Fair
Value of Financial Instruments

The
fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction
between willing parties, other than a forced sale or liquidation. Significant differences can arise between the fair value and
carrying amount of financial instruments that are recognized at historical cost amounts. The carrying value of cash and accounts
payable approximate the fair value because of the short maturity of those instruments.

Level
1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level
2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs
that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial
instrument.

Level
3: inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Income
Taxes

No
provision has been made for federal and state income taxes at June 30, 2012.

Subsequent
Events

These
financial statements were approved by management and available for issuance on October 12, 2012. Management has evaluated
subsequent events through this date.

2
– STOCK SUBSCRIPTIONS RECEIVABLE

The
Company’s shareholders are Friedman Financial Group (“FFG”), owning 51% of the Company and DJS Investments,
LLC, owning 49%. FFG and DJS have signed subscription agreements with the Company for the purchase 856,763 and 48,237 shares of
Convertible Preferred Stock Series A, respectively. FFG and DJS have paid $151,898 and $8,560, respectively towards the satisfaction
of the subscription agreements. As of June 30, 2012, the stock subscription receivable balance is $744,451 and the entire
balance was collected on August 28, 2012.

3
– COMMON AND PREFERRED STOCK

The Company is authorized
to issue 500,000,000 shares of $0.0001 par value common stock of which 10,000,000 shares have been issued and outstanding at June
30, 2012.

The Company is authorized
to issue 200,000,000 shares of Class B common stock at $0.0001 par value, 150,000,000 shares of Class C common stock at $0.0001
par value, and 150,000,000 shares of Class D common stock at $0.0001 par value. No shares of Class B, Class C, or Class D common
stock have been issued.

The
Company is authorized to issue 150,000,000 shares of no par value Convertible Preferred Stock Series A of which 905,000 shares
have been issued and outstanding at June 30, 2012. The holders of the Convertible Preferred Stock Series A shall be entitled to
receive a dividend payment of $0.045 per share, payable only and when the Board of Directors should declare such dividends. No
dividends were declared for the period from June 13, 2012 (inception) through June 30, 2012. Each share of preferred stock shall
have the number of votes represented by the number of shares of the Company’s Class A common stock. The outstanding Convertible
Preferred Stock Series A contains a convertible feature whereby one share of preferred stock is convertible to three shares of
common stock. As of June 30, 2012 there have been no conversions. Holders of the Convertible Preferred Stock Series A shall be
entitled to receive out of the assets of the Company available for distribution to stockholders, before any payment or distribution
shall be made on the common stock.

The
Company was initially capitalized through the issuance of shares to Friedman Financial Group, Inc. and DJS Investments, LLC. 905,000
shares of Series A Convertible Preferred Stock was issued at $1.00 per share for total consideration of $905,000 and 10,000,000
shares of common stock were issued at par value for total consideration of $1,000.

F-17

4
– RELATED PARTY TRANSACTIONS

The
Company acquired the entire floor plan portfolio from Avangard Auto Finance, Inc (“AAF”) a related party on June 22,
2012 for $151,979, which represented the face value of the contracts plus accrued interest and fees outstanding at that
time. AAF has the same ownership structure as the Company.

Company
entered into a lease agreement, for office space with Commerce Way, LLC (“CWL”). CWL is owned by DJS Investments,
LLC and SELF, LP. SELF, LP is a shareholder of Friedman Financial Group, who owns 51% of the Company. The lease requires monthly
payments of $2,500 on a month to month basis and is effective August 1, 2012. No security deposit was required.

Officers
and related parties of the Company provide certain administrative expenses at no charge.

5
– SUBSEQUENT EVENT

On
September 28, 2012 the Company amended their articles of incorporation to authorize 300,000,000 shares of preferred stock
and revoked prior authorization of preferred stock Class B, Class C, and Class D. A par value of $0.0001 was established for the
preferred stock and the Company designated 150,000,000 shares as Convertible Preferred Stock Series A. The Board of Directors
also revoked prior authorization of Class B, Class C and Class D of common stock. The authorized shares of common stock Class
A shall remain at 1,000,000,000 shares as originally filed with the States of Nevada with a par value of $0.0001.

The
effect of the changes is retroactively reflected on the balance sheet.

F-18

PROSPECTUS

Avangard
Capital Group Inc.

2708
Commerce Way, Suite 300

Philadelphia,
PA 19154

(215)
464-7300

$30,000,000

5,000,000
Units

Each
Unit Consisting of Four Shares of Common Stock

and
One Redeemable Common Stock Warrant

No
Minimum

DEALER
PROSPECTUS DELIVERY OBLIGATION

Until
_______________, 20___, all dealers that effect transactions in these securities, whether or not participating in this Offering,
may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting
as underwriters and with respect to their unsold allotments or subscriptions.

January 28 ,
201 3

- 31 -

PART
II—INFORMATION NOT REQUIRED IN PROSPECTUS

Item13.

Other
Expenses
of
Issuance
and
Distribution

The
registrant estimates that expenses payable by the registrant is connection with the offering described in this registration statement
will be as follows: